A Hell Out of Heaven A Heaven Out of Hell
by BonesxBreak
Summary: A different stance on Homura/Madoka. Kind of.  Chapter 15 has been re-written completely, so check it out before you look at 16.
1. Wishes

I don't own anything...otherwise, I wouldn't be here writing fan-fiction, I'd be somewhere else making money.

If you have problems with yuri...this shouldn't bother you too much (yet).

So you know, the page breaks signify a switch between point of view. Present/future Homura's and present/future Madoka's. starting with Homura's of course. The italics are thoughts. The italic/underline are projected thoughts (usually how Kyubey and the Magical Girls can communicate without speaking)

* * *

**Present **

"Homura-chan...have we met before...? You and I...?"

"...Madoka...we..."

_Why? Why can't I say this...?  
_

"I...have to find Sayaka..."

_Baka-na...can't you see? That worthless girl was always beyond saving!_

_Can't I...save you...?  
_

* * *

**Future**

I walked, each step deliberate, my pace silent and swift, taking in the distinct sights, sounds, and smells characteristic of this hell.

The air, heavy with smoke and thickened by ash, burned my eyes and throat; but I'd sooner die than shed a tear, or cough because of it.

_Die... _My lips pursed ever so slightly, and my eyes squinted as they began to glisten, though surely this was imperceptible to any observer.

I acknowledged that fear, and quickly pushed the thought away. _There's no time left to agonize over what-if's and should-have's..._

Careful not to stumble over rubble or remains, I made my way to the clock tower - certain that there I would find what I'd been searching for.

* * *

**Present**

She was walking away...again. I crumpled to the ground in despair - the only surface _still around _that could support me while my heart's walls crumbled as they caved in.

_Fuck everything about this_..._she's beyond saving as well. She's hopelessly compassionate, obstinately naive...and once that changes, its all over...I..._

_Have you given up on your childish resolve so soon? Do you finally see the foolishness of ever thinking that wish could truly be fulfilled, Akemi-san? I'm relieved...and pleased._

I stood, nonchalantly regarding the oddly cute monster I swear I just blasted full of holes as it returned to the scene unharmed, and ate its ruined replacement body, as if this was a commonplace occurrence, and a minor inconvenience.

_Hn, You aren't from this timeline, are you...?_

_

* * *

_

**Future**

I reached out for the door knob, but stopped dead in my tracks, just short of touching it.

My blood ran cold; I shivered and shuddered as chills raced up and down my spine.

_What the fuck is behind this door...? _I thought, suddenly terrified, my usual calm demeanor replaced with unease.

A scream...cut short. A sickening _thud_.

My eyes widened, pupils dilated... my mind instantly recognizing the screamer's voice as belonging to someone dear, despite never having heard her scream like _that_ before...never in such utter misery.

My desperate lunge obliterated the door. I flew into the room without a second thought. Under any other circumstance, I would have disguised my presence, and looked through the walls into the room before entering.

I was frozen in midair, hovering over some shattered bookcase.

I didn't take in my surroundings as I usually do...I didn't notice the freshly spilled blood staining the formerly off-white walls, ceiling and floor, signifying that this brutality had been going on for quite a while before my arrival. Similarly, I was not conscious of the maniacal laughter filling the room, or that I was being addressed.

"Waaaa-ha-ha-ha-ha! Welcome, Kaname-san! Make yourself at home! I knew you'd be coming, intending to kill me or die here, so I thought having _her_ present would make you more comfortable at your end. I see why you've taken a liking to her; she's made quite the _entertaining_ guest in your absence. What do you think? Am I a good hostess?" A tendril of darkness gently wrapped around Homura's waist, and flung her across the room into a wall.

I was still paralyzed with shock...somewhere in the back of my mind, I realized that my guard was down, that the witch could have killed me ten thousand times over and that I wouldn't have resisted. I knew that the way the witch said _"her"_ should have made my blood boil. That _everything_ about this situation should have made me spring into action.

Mouth gaping, I stared at the nearly motionless form lying on the floor. She looked like a fallen angel - bruised...beaten...bloody...tattered and torn, but still graceful. Still dignified, and beautiful.

I found her eyes, open and searching mine. Her anguished expression bringing forth unspeakable hatred and life back into my body.

"Ma...doka...ch-ch-chan..." she breathed. Her lips parted as she struggled to speak more... _Don't...please..._ She pleaded in her thoughts.

Tears mixed with blood crept down her face.

The air pressure in the room increased exponentially with my rage.

* * *

That's chapter 1 for you! Review, please, but be gentle, I'm new at this.

=)


	2. Misery Loves Company

**Present**

_I won't lose another precious friend...because I was helpless again...I just can't. Not when they've sacrificed so much to protect me. Sacrificed...for me: Useless, worthless, wretched Madoka Kaname. Sayaka...and Mami. And...why was Akemi-san...crying? I should have stayed, and heard her out...but, Sayaka...  
_

_Do you want to make a contract now, then? _A rather unwelcome thought popped inside my head, in an annoying effeminate voice that was not my own.

_I need to find Sayaka..._

* * *

**Present**

_There's so much I need to do...and so very little time to waste on hopeless endeavors... _

I came upon the doomed girl as she finished the witch. _Why care about someone like this...?_

"Here." I casually tossed the witch's grief seed to her feet, and watched, not at all surprised at her foolishness as she kicked it away.

"I'm going to be a different kind of Magical Girl than you all..." Sayaka said, trying in vain to mask her uncertainty and the fatigue in her voice.

"Don't think you can fool me," she continued. "I know you have other reasons for doing this...I know its not like you 'want to help me just because'."

The last of my patience, worn thin and brittle by the blue-haired girl's ignorance, vanished with her latest comment.

_Did she really have no idea that although her life was irrelevant, her inevitable death could be ammunition for Kyubey to force Madoka into a contract...? He could say all kinds of things; concoct all manner of lies she would believe if she's miserable enough over your demise. Something like "You could have protected her if you had the power..." or "You'll be a goddess, so you can probably bring her back easily with the kind of abilities you'll have" could make her jump at the chance to make a contract. How disgustingly selfish of you, Sayaka Miki..._

"I just don't want Madoka to have to see you fall," I said in my anger, before I could stop myself._ That was wrong...that makes me sound..attached to her...weak..._

"If you refuse my help anymore...I'll kill you..."_ for Madoka. I'll kill you to save her._

As Sakura grabbed me, and Sayaka limped off, I wished things were so simple..._  
_

_

* * *

_

**Future**

The witch fought fiercely, to say the least. But, a few moments after the battle began, it was clear to anyone watching that it was a fight for survival, and that the witch was desperately trying to escape the wrath of its opponent more than anything.

The planet trembled violently beneath her as she walked; each angry step cracking the crust, and causing an earthquake somewhere.

A pained sob escaped her throat, and another few tornadoes spawned nearby, as Madoka Kaname recalled Homura Akemi taking what had appeared to be her final breath.

_Don't...please...Madoka, don't cry for me... _Had been her final words, although they had not been spoken aloud.

Tears blurred her vision, but that was irrelevant; her senses had heightened to unprecedented, impossible levels, anyway.

Tendrils of darkness slashed at her, frantically trying to find some opening in her impenetrable defense, struggling to get away, and failing to find any weakness in the Magical-Girl-turned-wave-of-destruction.

And this wave crashed over everything, destroying all in its path indiscriminately.

* * *

**Future**

Everything ached. Everything. The pain in my chest - from heartbreak, or the fragments of my shattered ribs piercing my lung - woke me.

I tried to move. _Of course I can't. My bones are..._ A sudden thought occurred to me. _Madoka...will come here...will get hurt... _I tried to stand, ignoring the explosion of pain that racked my ravaged body.

I managed to bend my left arm at the elbow; fought to roll myself over; sobbed when I realized how utterly helpless I was.

_Too helpless to help even myself...What could I do for Madoka, who is always helping me?_

A deafening explosion - dirt and dust forcing my eyes closed. My body needed to cough, but had not the power to do even that, so my chest settled for silently heaving a bit.

I lifted my head as much as I could, determined to see what had caused the interruption in my torture. A flash of pale, yet vibrant pink entered the room.

_Madoka...  
_

Another effortless toss into another wall, effectively breaking my back; I was getting sick of this shit. But all I could think about was her...

_Tch. Baka... Why are you here? You'll die! _

Unwelcome tears welled in my eyes_. _

_

* * *

_**Present**

I threw the grenade, certain that Sakura would back off in time. Just outside, I reappeared in an alleyway, and flew into a silent rage.

_Fuck! Maybe if I HAD killed that blue-haired simpleton, before she turned into a witch, things would turn out better...but, now..._

I half-growled half-screamed, and punched a nearby wall in my frustration._  
_

_What did I even come here for then? Will I sit back and allow everything to happen this way...? Can't I do anything right?_

_Yes, of what use are you, really?   
_

I swallowed, my throat and lips suddenly dry.

Erasing the despondent look from my face, I turned to face the hellspawn known as "Kyubey."

_You do realize that if you made a contract with me, regardless of the timeline in which it was made, I am obligated to give you power...?_

_No, I was not aware of that particular fact.

* * *

_And that's chapter two! Tell me what you think so far, please? Criticism is more than welcome!


	3. A Losing Battle

Hey there! I've added a new time: **"past"** to go with "present" and "future."

To clarify: When I say past, I mean _specifically Homura's memories_...basically past is just some speculative insight into Homura.

When I say present, I mean _events that took place in the actual anime_, or _what I think may possibly happen _(since I only have episode 1-8 to work with as I write this, I really have no idea where I or the writers of the anime are headed with this plot. OH WELL.)

When I say future, I'm usually referring to _what happened in Hormura's time-line from Madoka's point of view_...

* * *

**Past**

"What on earth were you thinking? You nearly got yourself killed, again! And in a place like that, no less? And for what? Nothing!"

She grabbed my shoulders and shouted at me, face tinted the same shade of pink as her hair, scarlet eyes burning darkly.

I'd never seen her eyes like that before...those always kind, compassionate eyes...appalled at me for the first time.

My throat tightened, and I couldn't stop my gaze from falling to the floor.

Couldn't stop the tears from falling, either.

"Madoka...I..."

**

* * *

**

**Present**

I stopped walking, suddenly uncertain about what I was getting myself into.

"Kyubey...are you...positive that Sayaka is in there...? It feels like...a witch..."

Everything felt wrong about this; from Sayaka's attitude lately, to Kyubey becoming more aggressive in suggesting that I contract with him...and I was surprised that I was already able to feel the evil presence before even entering the building.

_She is fighting the witch, then. _I felt more than I heard Kyubey in my mind...it wasn't weird when Sayaka and I communicated that way, but when he did it it felt like an invasion of privacy, on top of creeping me out.

_Sayaka...is fighting...to protect all of us. Just like Mami was...No, I won't allow that. I have to protect her! _

_Would you like to make a contract now, then? It is very likely that Miki-san requires assistance, after all. _

Kyubey sure was getting shameless with his advances... _I don't mind, though. He is on our side, after all, and it sure seems like he has very good reason to want me as a magical girl._

_If I really have so much potential...I don't know why I haven't already become one...surely by now I had thought of a suitable wish...? _

No, it was more than _that_ that turned me off of the idea...

_Mami's death...and Homura's tears. As much as Kyubey wants me to make a contract, Homura seems dead-set on preventing it. At all costs, even...but why? Why does she care at all...?_

My thoughts were interrupted by a scream. "Was that...Kyoko-chan?" I asked, somehow even more nervous than I had already been.

S_he's so strong...why would she...and isn't Sayaka there, too...?_

_Sakura-san isn't powerful enough yet to defeat this particular witch alone. Would you like to make a contract? You can help her, you know. Otherwise..._

_Not even Kyoko...? Could she die...? Like..Mami did...? _Everytime a situation like this arose, my thoughts wandered back to that girl...I suppose I was holding true to my promise to never to forget her...

_But wait...she's...really all alone...? I thought you said that Sayaka was fighting the witch...! _

_...Although alive, Miki-san is unable to fight the witch..._ I got the impression that Kyubey was choosing his words very carefully here...

_So...she really did need my help...and I let her down. Maybe I should...so that I can protect Sayaka and Kyoko-chan! There's no way I can let them die because of my own selfishness...! Can I still...?_

_Of course... simply tell me your deepest wish, and I-_

* * *

**Future**

I had been struggling to breathe as it was - on top of dealing with the horrid air quality in this area - and my punctured lung - there was now a broken building collapsing on top of me.

_Fantastic. And to think this is only the second time today I've woken up to this grade of unbearable pain. Wait...have I just woken up...?_

Looking around, gasping for air, my pulse pounding painfully in my throat, I remembered that something was missing from this scene.

_Madoka...Where did she go? When did I lose consciousness? What the hell happened here...?_

Staring up to a space in the ceiling where the roof was missing, I was able to piece together a few things.

_The sky is dark...is it night now? When I was taken, the sky was...wait, when was I taken? The last I remember before waking up to the witch..._I shuddered, remembering what had been done to me before Madoka's entry...

_...it was midday before then...but was that even today...?_

_That hole in the ceiling...and there are no bodies in this room, aside from mine. Then Madoka is fighting the witch elsewhere, or...the witch..._

I bitterly swallowed down that thought, and the anxiety that came with it.

A flash of black light - oddly darker than the pitch of the "night" sky - appeared in the hole I was watching, quickly followed by a flash of vibrant white-pink...then crimson. Black. Then red and more pink...then all three at once...and again.

I watched as the lights clashed, completely captivated by them. Watched as the dark was fought back, was chased away; skittered across the hole of sky out of my sight, and then darted back in.

I watched...and I watched...and I watched. And my ruined body and broken heart ached at the realization that _that_ was literally all I could do.

_You could do something, you know...If you had the power...__

* * *

_

**Present..**

The Incubator had finally figured out that I would not permit his presence to remain unchallenged here. I knew he was more than a hideous rat, so I would simply not pretend he was.

As he scampered off, I turned to the frightened girl on the alley floor. Failing to keep my composure, I swore in frustration.

I picked her up by her school uniform's collar, and slammed her back against a brick wall.

"Have I not made this abundantly clear? You must - under NO circumstance - form a contract with the Incuba- Kyubey."

I pushed her again, to emphasize my point...but I winced and she whimpered when the back of her head smacked against the wall - I hadn't meant to hurt her.

"B-but, Akemi-san...S-s-sayaka is...!" she began, looking past me in the direction of a building she apparently wanted to die in to save her friend.

_Damn it, why is she like this?_

Desperate to get through to her, I lifted her higher on the wall, forcing her to make eye contact with me as I spoke.

"Abandon her," I said, my face menacingly close, my voice dropping a full octave.

I let her fall, fully knowing that she would cry, and knowing that would hurt me as well.

I shot a warning glance over my shoulder, to where I knew the Incubator was hiding - and observing us rather intently.

I wouldn't pursue him if he ran, but I sure as hell wouldn't hesitate to remove him from existence if he dared to come closer.

* * *

Thanks for reading this far! Hopefully you're finding it worthwhile! =]


	4. Things Change

Well, considering that the latest episode has yet to air, and where episode 8 left us...I feel like I _have_ to have some filler-ish content to fill the void.

WARNING: This is where I get shameless with the yuri: no lemons or lime here, for now; I'm just going to try diving a little deeper into Homura's and Madoka's personal relationship.

If you think anything seems a little OOC, its because of the whole 'alternate universe'/'different timeline' thing.

I'd also like to add that I apologize for mixing around the progression of events here.

To clarify: The scene where Homura is demanding that Madoka share her true feelings comes **before** the witch that awakens Madoka's true potential as a Magical Girl captures Homura (back in the first chapter).

* * *

**Past**

_What am I doing here...? _

I don't think that I remember anything significant...

I recall leaving for the first day of school on what was my second day in a new city...as I stepped outside, a dazzling light blinded me... a deafening roar, followed by a sharp pain in my neck that spread throughout my body...then nothing.

And then...my world was spinning, and I was falling to my knees...and before I knew what even happened, I was walking again.

_Where am I going...? _And then I was on the bridge, a few miles north of our new house.

_Why am I here__...alone, at this time of night? We haven't been here long, so I don't know this city very well yet...I definitely don't know it enough to be wandering around like this..._

I didn't know why. Even as I walked, I didn't know - I only wondered.

_Alone...I'm alone again...why...?_

I wanted to go back home, but my legs didn't agree. Soon, I found myself hanging off of a railing, looking out onto water as the sun rose.

_Wow...this is a spectacular view, for sure... but wha__t am I doing dangling over a bridge like this...? This isn't safe... _

_I'm..not a reckless person, am I...?_

I was letting go. Even as I fell, I had no idea why I had done that. I tried to lift my arms back out to grab the railing again, but I had no energy.

And then...a voice...?

_Who, me? What are you saying? _

My thoughts were jumbled, but luckily one had bubbled to the surface, just past the mess, and I heard her shouting at me, as she laid me gently on the sidewalk.

_I said "What the fuck were you thinking just now, idiot...?"_

Strangely sleepy, I watched bright, scarlet eyes scan my body for injuries, and linger somewhere on my neck.

_What's this...? ...a w__itch's kiss!_

She grunted audibly, and I realized that she hadn't spoken before.

_That's...weird...I didn't actually hear her just now...? __  
_

I was already struggling to stay conscious; I half moaned, half groaned when an unusually cold, numbing sensation spread from my throat to the rest of my body. I tried to speak, but my shallow, shaky breaths wouldn't allow it.

_You okay...? ...the kiss...! Not to worry! I'll...take care of that for you._

Her voice _- had that been her voice? - _she seemed much more gentle._  
_

I felt uncomfortable for a moment as her hands shifted, but quickly forgot why.

One hand now cradling my head, and the other in between my shoulder blades, she pushed me up, our eyes meeting for the first time.

* * *

**Future**

"...What am I to you exactly...Madoka?"

Clenching my teeth and closing my fists on my skirt unconsciously, I looked away, now unwilling to meet her eyes.

_That's right...How could I, of all beings, be so cowardly? Unforgivable! But...  
_

But, my heart was racing faster than I could keep pace with; and there was too much blood rushing to my face, eager to reveal my awkwardness.

_She's still here...still waiting for me...Hasn't she earned my honesty, thrice over, by now?_

I took a chance and glanced back at her, and instantly regretted it.

Childishly, I shut my eyes as if to hide from all of this...even though I knew that my eyelids offered little protection against the weight of her glare.

I felt deep blue piercing them...connecting with red...mocking the flimsy barrier of skin.

_Damn...damn those eyes._

...At the moment, there were Dragons, not butterflies, thrashing violently in my stomach; my knees were almost too weak to support me.

_She's serious...but, here? And..now? _

_If not now, then when?_

This was dangerous, and although I was unable to resist her, I was also too weak to face my feelings.

"I see." A curt nod, accompanied by a much too polite "Kaname-san" indicated that she intended to leave without another word.

* * *

**Present**

"Akemi-san...please. You have to help Sayaka! Kyoko, too!"

Her voice cracked and wavered and finally broke as she pleaded for me to go to them. By now she was literally on her knees in the alley, begging.

My breath hitched involuntarily when she suddenly grasped the bottom front of my blouse, and buried her head in my stomach.

I felt rather than heard her weep for her friends.

I restrained myself from drawing her closer as she clung to me, barely finding enough willpower to resist comforting her.

"Please!" She chanted, her hoarse voice muffled by fabric. "I beg you! Please!"

_I can't stand this...I'm failing you._

Finally crying herself out of tears, she sniffled and snuffled into me; I couldn't stop myself from giving her head a reassuring pat; she wasn't letting me go any time soon, after all.

Without my permission, my hands stroked her hair, and lightly scratched her back in a way I already knew she liked.

It wasn't enough.

An exasperated sigh, coupled with "As you wish, Kaname-san," and her arms were wrapping themselves tightly around my waist; her face finding its way even deeper into my abdomen; her eyes somehow producing even more tears; her chants changing into a choked "Arigato."

Tender as the moment was, I could not betray myself by remaining with her like that.

Removing myself from her as gracefully and gently as possible, I turned and leapt over a nearby chain-link fence, and onto a rooftop, already cursing myself, furious for letting her touch me.

_Damn it...what happened to "Never make promises you can never keep?" Will she forever be unable grasp a concept so simple...?_

I was standing before the building's east entrance, now.

I hesitated._ I can't justify this. There is nothing to be gained here, and there is nothing I can do: Madoka will still cry. All I've done is give her false hope to cling to for a few hours..._

"Fine. I'll save Kyoko, then..." became the excuse my tired heart used to satisfy my weary mind.

* * *

Questions? Comments? Suggestions?


	5. Hurt

Hey there! This chapter is basically just fluff.

I kind of expect the next few filler-ish chapters (until episode 9 comes out, its all i can do) to be a little better in the meantime...still, if you there in the future are wondering why I didn't come up with anything having to do with this character dying, and that plot twist, its because it hadn't happened yet, and I don't have much else to work with at the moment.

Because I honestly don't know what the heck is going to happen with Sayaka - if she'll be an important witch, or just the "Oh no, she was our friend!" - I'm holding off on saying anything more about her for the moment.

I also want to expound on the insane powers "Magical Girl Madoka" is apparently supposed have, because to be honest, she's been rather boring in the show thus far. Past/Future Madoka is meant to be similar to Present Homura, in that she's serious, protective, intimidating, logical, etc. Future Madoka has a warmer side that shows more, though, and gives in to her emotions. Past/Future Homura is less intense, and lets her emotions show far more than Present Homura does, although she doesn't put them on display for the world to see (just for Madoka).

I try not to be very gruesome imagery-wise, really because I don't want to have to brand this with an M rating, but its hard to write horror/the kind of yuri I grew up on (joke) without graphic scenes...so I leave you to read the 'blood and guts and boobs and butts' between the lines.

* * *

**Future**

I'd been standing, rooted to the same spot she'd left me in for nearly an hour now, trying to think of what I could say that would fix everything between us the next time I saw her.

There was no magic for things like this...but, I'd become so dependent on my powers that I could no longer comprehend that fact.

My head hurt...but, so much more than "painful" was the gaping hole in my chest.

Only a figurative hole, of course; if seemed that no physical power could harm me in my present state.

_Impervious to everything but women now, eh Kaname-san?_

_Oh, shut the fuck up already, Kyubey. Get the hell out of here, or just shut the fuck up. Your advice sucks, your insight is almost always wrong...PLEASE, get the fuck out of my head.  
_

I suddenly wished that there were more boys in this world._  
_

* * *

**Past**

All kinds of things spontaneously combusted, or simply imploded under my stare - vegetation, wildlife, planes, skyscrapers, people...

Heaven itself was set aflame and cast to hell by the white-hot intensity of my fury.

Well, not exactly. But I was pissed. It wasn't like me to be so outwardly emotional...but, that was to be expected; nothing like this had ever happened to me before.

My body, mind, and soul had never ached like this for someone before.

_Who the hell did she think she was? Kissing me...in broad daylight! And then running off...and then pretending like nothing had ever happened, and we were exactly the same as before... _

_And how could she just assume that I didn't need an explanation...? Oh, the audacity of that girl...little miss "Oh, I can do whatever I damn well please because of my magical powers."  
_

None of that really mattered. It was just the fact that I had stood there, and asked her what I meant to her...and she hadn't responded at all, that was hurting me.

I couldn't get it out of my head.

_She even let me walk away...What the hell! She really doesn't care, then..._

I couldn't get her off of my mind.

_"I'll always protect you, Homura..." She always said things like that...Had she ever really meant it...?  
_

I'd finally made it home. Went straight to my room, and jumped directly into bed, knowing there was no way I was going to sleep that night.

* * *

**Past**

_Shit! This is why I hate it when she follows me...!_

The attack hadn't put Homura in any legitimate danger...regardless, it was too close for my comfort.

I decided to err on the side of caution here, and used far more power than was necessary to eliminate the familiar in a single blow.

As the landscape returned to normal, Homura congratulated me on my victory.

"Wow, Madoka... I've never seen you defeat one so quickly before... That was really..." although she seemed almost shy about complimenting me, there was something about the admiration in her eyes and voice that I didn't quite like.

"Homura..."

"And...when you..I felt like..." I could hardly believe how naive she was.

_Didn't she know she could die...? She isn't a Magical Girl! She can't do things like this everyday...she shouldn't be with me here at all! Doesn't she understand?  
_

"Baka! Listen. You need to be careful! You can get hurt. From now on, when you see a Grief Seed somewhere, ignore it! That's what we - the Puella Magi - are here for, not you. Ignore them and go straight home."

"Madoka...I won't. Its not like they can't affect me if I ignore them. Its better this way. You're so busy...you won't always catch on to each of them in time... So, if I see one, I can watch it and make sure nothing bad happens until you get there. If I leave them alone, who knows? Maybe a witch will attack me, or my famil-..."

My body was moving on its own: pulling her in, pressing my forehead against hers_. _Our eyes closed in unison.

_I already told you: They won't affect you. I won't ever let anything touch you. How often must I repeat this? Nothing will hurt you. I will always protect you, Homura. Let me take you home, now._

I held out my hand for her to take; she obliged, and laced her fingers between mine..

A few stray strands of dark hair obscured my view of her face; I didn't hesitate in carefully pushing them away, my actions earning me a bashful smile.

I couldn't...hold back this time. I wrapped my other arm around her possessively, and kissed her forehead, pressing my luck. Her eyes didn't open; her expression content...

It was like this every time I vowed to protect her. But, for once, she tried arguing further.

"...Madoka... Its not like you're all powerful or omni-present... You can't watch over me, constantly. It just isn't possible. Maybe sometime, you'll be off fighting somewhere, and a witch or familiar I saw and ignored will come, and then-"

Unwilling to debate this, and unwilling to listen to her this time, I interrupted, my lips finally meeting hers.

I felt her tense, tighten her grip on my hand, and then relax against me.

_This...is new..._

_This...is nice..._

And my internal alarms began to blare, much too soon.

_A witch...damn._

* * *

**Future**

Without a heart, my mind fought a losing battle to retain my sanity, and reclaim my soul.

I projected my thoughts as well as my violence onto anything still around to receive it: it almost amused me when, ever so often, an animal or human would find itself brain dead as it tried to escape this burning, drowning, collapsing world, solely because my incomprehensible thoughts were too much for it to handle.

That was the reason Kyoko wasn't fighting alongside me anymore, after all...somewhere along the way, my mind entered hers, and eventually, it overpowered and annihilated her psyche.

She was laying in some field, a pasture or something, comatose.

I wasn't hurting innocents intentionally...I was merely too preoccupied to care.

_Care... _The word flashed to the front of my consciousness...and floated away, meaningless to me.

There was no purpose driving my existence anymore, after all.

_I failed her... Kill...the witch... _More worthless words. I was tired of words, and my muddled, incoherent thoughts.

* * *

Very, very tired...

Its 12:30, and I don't know if this was where I should have gone with this, but eh. It is what it is and I'm tired.


	6. The L Word

Plot...? What plot?

Warning: If you are allergic to citrus, or aren't at all interested in a certain Magical Girl's proficiency as a lover, you may want to leave this and the next chapter alone.

Just more Homura/Madoka fluff I'm trying to tie in to the general plot-line. This is almost like a side story...I really feel like there should be _some_ sunshine in sight for these two that doesn't get dashed to pieces far too soon... we have plenty of time to do that later.

But, while we have the luxury of not knowing what really happened/will happen, I guess this isn't _truly_ off-topic...

* * *

**Past**

Just because I didn't want to talk about 'it' right now, she probably assumed that I didn't want to see her either... which couldn't have been farther from the truth.

I needed her.

When I'd first felt a witch's presence nearby, and tore myself away from Homura, every cell in my body cried out in protest.

_And just when I finally thought I'd never feel pain again_...

When I ordered her to go home, and teleported away before she could respond, I felt as if I'd made a fatal error in judgment.

_I should have said "goodbye." Should have said something; anything at all. And would it really have been the end of the world if I had lingered there a little longer...?_

I fought the witch halfheartedly; I was unbelievably distracted.

I kicked myself mentally for not seeing to it that she'd made it home unharmed.

_Hadn't I JUST sworn to protect her? I probably could have gotten away with taking her home and made it back here before any lives were even in danger..._

Too late for regrets, now...

I finished the witch and pocketed her Grief Seed.

I closed my eyes, and searched for Homura.

Concern making way for relief, I felt that she was just getting into her room now... dropping her bag on the floor... falling face first into her bed.

"Are you okay?" I wanted to ask, although I already knew that she was far from okay.

Besides, at the moment she probably wouldn't have appreciated learning that I could be 'spying' on her at any time regardless of how far apart we were. My telepathy, like all of my other powers, extended far beyond that of Kyubey's. I'd tell her another time.

I knew it was past time to shut down the connection the instant her thoughts shifted away from "I can't believe she didn't say anything..." but couldn't quite bring myself to.

Wide-eyed and blushing, I kept the channel open in the back of my mind, and made my way to her house.

* * *

**Future**

I hated seeing her this way.

I wished I knew why she was so upset over this... my sole desire was to take all of her pain away.

_Was there really nothing I could say? For all my power, for all that she's done for me, must I be satisfied with watching her suffer, because of my selfishness?_

She never met my eyes these days; wouldn't respond when I spoke. Wouldn't allow me to get too close.

_So, she really hates me, then._

_Why...why couldn't I say I loved her, back then...? Back when she would have returned those feelings in full...?_

I hated how sullen she always seemed lately, mostly because I knew I was to blame.

On the rare instances when she did speak to me, usually it was a chiding remark that led to an angry argument.

"Baka. You're too impulsive! Don't you know better than to rush headlong into things like that by now? You aren't immortal, Madoka. Stop pretending you're untouchable, or invulnerable, or whatever the hell it is you think justifies things like this. Stop deluding yoursel-"

"Coward! You're too reserved! I'm deluding myself? So what the fuck are YOU doing, pretending like you don't feel anything, pretending like you're all logic, smothering your emotions, just because-"

She turned on her heels, flipping her hair over her shoulder in contempt of me as she walked away.

I huffed in exasperation, disappointed in myself for not handling that more maturely, and ran in the opposite direction.

* * *

**Past**

I cried into my pillow, lonely, although grateful that no one could see me in such a pathetic mental state.

_Stop acting like a child...just get over it._ I scolded myself in vain.

Unable to decide whether or not it was appropriate that I wished she was with me, I tossed and turned.

I couldn't relax, and slept fitfully for about an hour.

_Its 2 am already...? Why can't I fall asleep...?_

Eventually, I just lay there - one arm resting palm up over my eyes, the other draped across my midsection.

_Why make those promises if I don't matter to her...?_

My room was unbearably warm now. Sighing tiredly, I got out of bed and peeled off my school's uniform, tossing it into the hamper in my closet.

The warm air felt better against my bare skin, so, although I did remove a black tank top and gym shorts from a dresser drawer, I didn't bother putting anything back on just yet.

Exhausted, before I got back into bed, I rested my forehead against my forearm and leaned up against my door.

My other hand unconsciously pawed at the wall to my left, while I tried desperately to understand.

_The way she held me...smiled... kissed me. Why do anything like that if she didn't care...?_

I decided to analyze that moment, and searched my memory for any hint of dishonest feelings.

Finding only comfort and brutal honesty in her touch made me feel better and worse all at once.

Just then, a sudden draft of cool air reached my nearly naked back, making me shudder.

I recalled her fingertips ghosting over my eyebrows as they brushed my bangs away. Could almost feel her again, stroking my bottom lip, then cupping my cheek.

A strangely warm sensation arose in my core. Curious, my hand found its way to my stomach, and made the barest of contact with the skin just beneath my navel.

I exhaled with a hiss, as without warning, the formerly gentle warm feeling burst into painful flames within me. I looked up to the ceiling and closed my eyes, now hyper-aware of every sensation, including my longing to have Madoka there with me.

_If she was here... what would she do..? What..would she say?_

My fingers brushed everywhere I imagined that hers would._  
_

Her fingers, like her lips, were soft and feather-light, and tickled wherever they touched.

Now uncomfortably tight, she slowly moved down my body, and played with the waistband of my underclothes, teasing me.

I bit my tongue to prevent her name from leaving my mouth.

My next breath caught in my throat when her hands roughly gripped my hips from behind.

And then she was pushing me up against the door, turning me around to face her, her lips crashing against mine, her arms enveloping me completely.

We parted for air, and my breath hitched again when I looked into her darkened eyes, and it sank in that this was not a construct of my imagination.

"...Mado..ka..."

* * *

Alright, so before I start this next chapter, could someone tell me what they thought? Should I throw some action (fighting action, not _action _action) in here, or was this okay...?

I don't know how to feel about it yet. so..yeah. Feedback needed on this! Questions, comments, suggestions, please. =)


	7. Three Down, Two to Go

Hey, thank you so much for the positive reviews! Just letting you know: I fully intend on taking all of your advice...once I can form a coherent thought. I'm so tired =/

Also, sadly, I was lacking inspiration, so I read a short summary for episode 9 and watched a raw Japanese version...Let's just say I'll probably be writing a tributary Kyoko/Sayaka fic tonight...as will everyone else when they watch that episode. Because damn. =(

Without further ado, chapter 7! Perhaps when 9 airs, I'll come back here and fill in some blanks, because I feel like i should work on this more.

WARNING: Citrus may or may not await you; enter at your own risk. Also, I do hint slightly at episode 9 in this chapter, although I don't betray any concrete details about what happens with Kyoko or Sayaka, although you can probably make a good guess. Don't mind future Madoka's raging hormones...she's just confident/impulsive after being the most powerful magical girl in history for 3 years, also Past/Future Madoka is a year older than Homura, fyi.

P.S ...Fuck everything about Kyubey. I didn't need to understand him to know he was being a douche.

/(◕‿‿◕）\ _If that's what you wish._ - I wish you were never conceived of.

* * *

**Present**

_This is bad..._**  
**

I wanted to go back...

_Fuck. No one deserves that kind of pain...  
_

I knew what she was feeling...all too well.

_I've been there before... I can help. I'm stronger... she doesn't have to do this alone._

More than anything, I wanted to save at least one other person tonight.

_It should never have turned out this way... but, there's still time...  
_

I stopped running. Tried in vain to still my racing thoughts.

_We're out of danger now, I could just leave her here, and go back...  
_

One glance at the unconscious girl I was carrying bridal-style, and I knew that I would do no such thing.

She was, and would always be, my only concern. My first priority.

This wasn't the girl I had loved once... not exactly. This girl was weak, fragile, flawed. Still kind, though. Still unwilling to give up on someone, no matter how hopeless the situation.

_*sigh* We were all alike after all... __Even...blue-hair.  
_

I couldn't help feeling somehow responsible, despite knowing that ultimately there was nothing I could have done to prevent the outcome of the battle we were leaving behind.

"Kyoko..."

_Thank you._

* * *

**Past**

I felt like a creep, lurking like that just outside of her window; although I wasn't actually peering inside, its not like I needed to be looking with my eyes to see.

Although still restless, at least she had been sleeping. I sighed, envious of the pillow she was cuddling.

_You don't know what this is like, Homura... it hurts. Even so, you could make hell feel just like home.  
_

I didn't want her to know what these feelings were like, anyway. I knew she was upset, and that it was solely because of me. But it wasn't the same.

_She seriously thinks I don't care about her, just because I didn't pour my heart out before we kissed? Because I haven't written - well, sent- her a loveletter explaining the depth of my affection? Give me a break._

In my mind, I heard her groan as she turned over in her sleep.

_Bad dream...?_

She mumbled something I didn't quite catch.

Concerned, I opened the window and climbed inside. More mumbling.

Curious, I moved closer to her bed. _Why is she still wearing that...?_ I caught myself 'admiring' her, and quickly found there were plenty of other interesting things to look at in her room - the ceiling, the floor, the opposite wall, the closet door...

"Home-run..." she breathed.

_What...? _I moved closer - I couldn't pick up a single coherent thought from her for some reason..._  
_

"Home-run." she repeated, barely audible at all.

"What? L-like, baseball?" I asked out loud, thoroughly confused.

Homura chose precisely the moment I spoke to wake up.

Terrified, I jumped to the other side of her room, and tried to blend into the shadows in a corner...

_Wow... apparently stealth isn't a skill Magical Girls come equipped with... that's great.  
_

I watched, silently praying she wouldn't see me, as she stood up and stretched...and began stripping down to nothing but black lingerie.

My hand flew to my mouth to silence a gasp when she moved to the closet - it was near the corner I was huddled in.

When she leaned up against the door, my lungs forgot their job.

_Thank the stars for my powers - still, I might die right here tonight._

She shuddered, visibly. I shivered in turn; a small squeak escaped me when I realized I had left her window completely open.

She touched herself once, and all of my thought processes were terminated.

One moment, I was cowering in a corner, the next I was pinning her to a door, trying to stop myself from jumping her bones...admittedly, I was not trying very hard.

_

* * *

_**Past**

"What the hell are you doing here?" I asked, breathless, my voice failing to be as intimidating as I'd originally intended.

"That's...quite the dumb question," she replied, tilting her head and raising an eyebrow; her hands now pressed to the door on either side of my head, effectively trapping me.

I scoffed, regaining my composure. Blankly stared at her. Casually flipped my hair. _If she thinks she's going to get a rise out of me, she's sorely mistaken._

She chuckled quietly, her innocent smile making me wonder for the millionth tim_e _if she really risked her life fighting monsters every day; her soft expression making me wonder if she was really mine._  
_

"You...aren't being fair, Homerun-chan..."

"Homerun? And YEAH, _I'm the one_ not being fair? You-" she silenced me with her lips, my eyes still open. I pushed her away. She pulled me back. I tried to escape her embrace, but she wouldn't allow it.

_...What's wrong...? _

_Fuck me if I'm going to talk to you on that level, now, pervert! "What's wrong?" Oh, nothing, I'm just wondering exactly how fucking long have you've been in here with me! _

I would have reddened at the thought, and called her out on invading my privacy, but I was far too exhausted at the moment.

"I just don't want to see you right now" I said instead, looking at her with my peripheral vision. I'd decided to follow her example and childishly refuse to acknowledge my feelings once I was confronted with them.

"Is that so, Homerun-chan...?" Still smiling sweetly, her eyes closed slowly, and she brought her forehead down to rest against mine.

One arm wrapped around me at the base of my back, pulling me into her; the fingers on her other traced my jawline and neck, up to my ear.

_...You're...tired._

I hated that she knew how my heart melted into mush when she did that... Even before that first kiss tonight, I had always... loved when she held me like this, ever since we met: she'd always made me feel so safe.

Maybe I was over-complicating things...but it seemed like every special moment we shared like this was laced with pain somehow.

"I hate you..." I couldn't help but whisper, as she pushed and pulled and carried me over to the bed all at once.

"Yeah...?" she laughed into my neck, kissed me once more, and lay me down. She threw the sheets over us and wrapped her arms around me.

"Is this how you hate people..?"

* * *

I absolutely could NOT write anything action-wise without incorporating spoilers...

Next chapter, since the english-sub comes out tomorrow.

Maybe I'm just a little insecure, but I'm not very fond of this chapter either...well, hope someone enjoyed. =)


	8. Beneath the Pendulum

Admittedly, the previous chapter wasn't my best work... It was decent enough to publish, but not very satisfying, I think. After all, I listed this under_ Horror_/Romance, and I think I've been lacking a bit in the horror department.

At the moment, I'm all fluffed out. DISCLAIMER - if you've got a fluff craving, either read the previous chapter, or go eat a marshmallow. Not a whole heck of a lot of fluff here, I think. =P

If you didn't think this fic was Homura-centric, you probably will now. This is mainly because it seems like the next episode will be..since, you know, she's the only Magical Girl at the moment...

P.S I scrapped my tributary Sayaka/ Kyoko fic because ShadowKittenMewFan's is waayy better than what I was writing would have been.

* * *

**Present  
**

I sat alone in this room, miserable; smothered by an undeniable sense of loneliness for the first time in what had seemed like an eternity.

Over and over, the events of that night replayed in my head as vividly as they might have, had they been taking place again here in the present.

My actions and reactions were put on trial by my logic, and I felt I should be sentenced to death for my narrow-minded choices.

I had stood as she knelt, fully aware that her next attack would be her final._ Was Kyoko really meant to die like that...? _

I ran, as a coward would, while she fought; protecting Madoka was not a viable excuse, since I had worked against that very goal by allowing everyone who could have helped me fight the Walpurgisnacht to meet an untimely end...

I was well aware that Kyoko intended to die there... Knowing that since Sayaka hadn't been a very powerful Magical Girl to begin with, she couldn't have been a very powerful Witch made it all the more shameful for me to permit this.

I was reminded, as she prepared her _finale_ - a move that I had only seen her resort to once before, under dire circumstances - that her strength in battle rivaled even my own.

Had Sayaka been a witch by any other name, Kyoko could have killed her without breaking a sweat.

_Why didn't I stop time, and leave Madoka somewhere safe... and then return to kill Sayaka - no, that witch - myself...?_

I already knew... it was for the same reason that Kyoko insisted on handling things alone.

_'Just protect the thing you really want to protect until the very end,' she had said. Even someone like her... could feel like that._

"Kyoko Sakura really wished to save Sayaka Miki..." I said, without looking up, after sensing Kyubey's presence.

"That's foolish! Its obviously impossible!" It seemed Kyubey was 'making use of his mouth muscles,' for once. I was grateful: every time he had projected his thoughts into my mind, I felt the urge to wash my brain with soap and water.

_What a foul creature. If the future of the universe is left in hands as hopeless as these..._

I recalled what I had said when Kyoko asked me if I was 'human,' and now thought a bit harder about what 'humanity' was... perhaps, I had been wrong about us.

"To protect this city, Madoka must become a Puella Magi."

"...I won't let that happen." I replied, looking up so that the Incubator could comprehend the gravity of my resolve, even though he had already vanished.

_No one believes in the future... Were I to warn them outright, undoubtedly the results would be regrettable. They'd write me off as stark, raving mad.  
_

_No one can face the future... In the end, no one can stand against their fate. Nevertheless, its pitiful how people dutifully accept what ever destiny has been picked out for them at random... like sheep. Its pitiful that, for better or worse, they will not struggle.  
_

_I can't depend on anyone anymore... And I alone remain to wipe away her fears; to fight back her tears.  
_

That was my wish, after all.

* * *

**Future**

One had to admit: the smoldering sky blended perfectly with the soot-blackened earth, sprinkled with ash. Beautifully, even.

The scene looked as if it had come straight out of a post-apocalypse science-fiction novel.

_Rather than admire her handiwork, I should be searching for the 'artist.'_

It was slow going with all these injuries, though.

_Two broken ribs, a fractured vertebrae, a shattered collarbone, a dislocated shoulder... various lacerations, torn muscles, snapped tendons... that damned rib poking my lung when I breathe... that broken blood vessel in my eye... _

For all intents and purposes, I was fucked up beyond all recognition. It was indeed miraculous that I had numbed to the pain, and was able to move to this extent even though no magic was involved.

I limped along. What used to be a main road was now barely identifiable as a street, it was so littered with debris and the ungrateful dead.

Alarmed by a sudden _splish_, I looked around as frantically as my body allowed, only to calm down once I realized that I had merely stepped in another puddle of dark blood.

_Oh, thank GOD. _As much as I wanted to find her, I was terrified that a Witch - or Madoka - would find me first. I was terrified, in general.

It pained me to know that Madoka and I were partly responsible for this planetary destruction... I wanted to do my part in preventing things from getting worse.

Apparently, the only thing in my power was something that no one else could accomplish.

Apparently, if I could keep Madoka from becoming a legitimate Witch, this Solar System would remain intact.

If I could not... this world would only be the first of many to crash and burn.

If I failed her, she would rampage across this galaxy, tear through the very fabric of space, and disrupt the balance of order and entropy in the universe irreparably.

I thought of the Madoka I knew: Strong, confident, warm... Passionate, vivacious, thoughtful... Determined, impulsive... beautiful in every way, down to her smallest quirks. I wondered how someone like her could be the harbinger of death for all of mankind, magical-girl-kind, and every other kind.

I wondered how someone like me could do anything about a problem such as this... and I wondered what Madoka had ever seen in me, regretting how things between us had become when she couldn't tell me what I had thought I needed to hear.

Another step, and I found myself inside a witch's lair - black and red... blood, and bodies, and stars and planets, and symbols I didn't understand swirled all around me. I could already feel that this witch was not ordinary, and despair flooded into ever fiber of my being.

_Madoka...?_

_

* * *

_**Present**

The sights, sounds, and smells of hell never quite left one who had been there.

Once again, I meditated. Analyzed my memory of the Earth's final day, combing over every detail, as was my hourly ritual. This had to be done, and it had not been in vain - there were times when I had discovered something that assisted me in my plans to prevent the end.

_Those who do not understand the past are doomed to repeat it... _And as Walpurgis Night drew near, I refused to think of my past as the 'future' any longer.

Again, I tried to pinpoint the exact thought that pushed Madoka over the edge. I had long known exactly when and where she became a witch, since I was present, but, I'd thought I had known her well, and for long enough that I should already have had a general idea of what had caused her enough despair to warrant the transformation in the first place.

But I was at a loss.

It defied my reasoning. Madoka had been a happy Magical Girl... hadn't she? On top of that, she had hunted so many witches, even going outside of her territory, that her soul gem had never dimmed, much less clouded. It was part of what kept her so powerful, and allowed her to grow even stronger. It was why she was first hated, then feared, and then revered by other Magical Girls. She'd even said so herself.

There shouldn't have been anything that could have shaken her so hard that her soul gem was corrupted completely in a single night.

And yet, something had.

_Even she...became a witch_. She had lasted as a Magical Girl for longer than any of her predecessors; as a result, her transformation occurred more suddenly than any before hers.

_It doesn't make any sense...  
_

I turned my attention back to the present, assessing the current situation once more...again reaching the only possible conclusion.

_Kyubey was right - not even I would last long against a Walpurgis Night alone._

I remembered how I used to draw my strength and confidence from Madoka...how she had been the only light in my darkness, radiating warmth in a cold world... and realized that she had been doing the same for me in this timeline, even if it was in another way.

I wondered if here, I could be for her what she had been for me once.

* * *

Well, this was long... believe me, I wanted to work some sunshine/rainbows in there, but just couldn't find a way.


	9. A Happy Ending

Kay, I had planned to have this and another chapter finished and published yesterday, but it happened to be my birthday, and I've been 'forced' to go out these past 2 1/2 days with my girlfriend...I'm not really the outgoing/date type, but I'll be honest and say I've had a really great time. I have absolutely NOTHING negative/pessimistic to say about it. =]

From the looks of the amazing, creative fics everyone's posted, I'm gonna have to 'step up my game'...otherwise, I'm no longer worthy to even be ON the PMMM fanfiction list with you guys.

Thus far, I've been writing under the premise that Homura has NOT gone back in time more than once, because although its a 100%, perfectly plausible theory, I still doubt that it'll turn out to be true. Call me crazy. Even so, I went ahead and conformed... =|

* * *

**Present**

Upon arriving at her house, I decided that it would rouse less suspicion from her parents if I woke Madoka up, and let her walk inside on her own.

I gently shook her, until she groaned and twisted in my arms... I couldn't help but think of her as cute as she strained to gain consciousness.

"H-ho...mu...ra?"

She hadn't opened her eyes... _probably trying not to cry when she remembered what was going on._

"...Yes. Its Homura." _How did she know it was me...?_

Another groan, as I put her down. I hoped she would find the strength to stand on her own after I told her.

"What...what happened? What happened to Kyoko...and...Sayaka...?" she asked, losing her balance and stumbling forward, back into me. I caught her without incident, but strained to find the words to answer her question... Sand and motor oil ran down my throat, making it harder than it should have been.

_"..._ I... don't know," I responded after a pause, still supporting her, "although, it is doubtful that either survived. When I arrived, the witch had been crushing you, and Kyoko_..._ had been losing the battle. She ordered me to leave, and protect you no matter what happened. It is likely that she_..._ sacrificed herself, in order to destroy the wit-"_  
_

Without warning, she struck me as hard as she could. The second time she had ever done so.

It actually stung as much as it would have had I been human - I wasn't surprised. She had put all of her agony into the slap, after all; although Magical Girls couldn't feel physical pain, we were very vulnerable to raw emotional suffering. Witches were the only exception; we were immune to their despair, as their souls were, in essence, already dead.

"Her name is SAYAKA! She's my...! She's...my..." she cried, voice uneven. It didn't escape my notice that she referred to her in the present-tense.

It was only natural that she blamed me, completely.

After all, it must have looked to her like I had been hiding my knowledge from them this entire time, and that it was _my_ fault that they didn't take my warnings more seriously.

"You believe that I am to blame for all of this... that, if I had known the details Kyubey was leaving out, I should have told them... I should have told _you_. Correct?"

She attempted to reply, and choked on a sob. With nothing else to ease her pain, she buried her face into my chest, and balled up my shirt in her fists.

My arms hung limply at my sides as I continued.

"It... isn't so simple. I can only tell you things as they relate to the situations you find yourself in... and I can only warn you without giving any specifics behind my warnings, and hope you'll heed them. It would be... bad... if I told you everything, all at once. You wouldn't be able to handle it, and-"

"I can't handle it now!" she whispered, eyes tightly shut, coming undone before me.

"I...I can't...I...I...we...didn't...want...this..." she was losing herself... giving up.

_If she had been a Magical Girl right now..._ I didn't want to think about it.

She was falling to the ground now, defeated, and I caught her reflexively.

Before I acknowledged the implications of my actions, I was hugging her tightly, whispering words of apology and comfort, and wiping her tears away_._

_Its not enough... it never is.  
_

I had seen her in much, much more pain than this, of course... still, I would never get used to it. As much as I tried to eliminate my emotions from this equation, seeing them as an unnecessary variable, it seemed counter-productive for me to allow her to wallow in misery.

_Because I don't want her to become a witch...? Because I want her to be happy...? Because I want to save the universe...? _

I supposed that all three went hand-in-hand.

_I'm no savior... I'm no saint. But, that's not what you need anyway.  
_

Bearing the weight of the world and the universe squarely on my shoulders left me little strength to deal with an epiphany as it fell.

I realized, or accepted, in that moment that she _would _become a Magical Girl in this timeline, as she would in any other, and as she had in every other.

The fates had cruelly determined that this was not to be changed, as they had with the deaths of Mami Tomoe and Sayaka Miki. The fact that Kyoko Sakura had never died like this before actually gave me hope, in spite of the situation.

The hope was offset, however by the knowledge that my efforts were probably futile, anyway.

For years I'd raged against this. Tolerating the diagrams and haunted sleep... I could force myself to sleep, but never to rest. I was never at peace. The perpetual loneliness beneath my freezing sheets prevented it. To think I'd fallen so far... my idea of a pleasant dream had begun to deteriorate into me climbing inside her grave and slowly dying, holding her bones, and waiting for infinite silence to overtake me, and bring me to her, wherever she was.

For a moment, all my sense of strength was lost.

I wished I had died like the Homura in this timeline had, with no Magical Girl Madoka to rescue her.

_But, why give up...? Why give in when this is impossible enough as it is...? How could I do this without an iron will? Its easy enough to fall apart; I don't have that luxury... I will go on until I put an end to what we thought we couldn't stop... we're bound to wake up from this nightmare... we're bound to wake up, someday.  
_

Whether or not she became attached to me, something would eventually force her into a contract, and something horrible would utterly destroy her happiness.

I drew her impossibly closer, almost in relief that there was no need for me to remain distant... still, Madoka becoming attached to me would create more problems than it would solve.

The only thing in my power to change was her transformation into a witch... I could only hope to prevent it, since once she changed, she couldn't possibly be stopped.

But... if it was truly inevitable that she would become a Magical Girl, and that all Magical Girls must become witches, then... the end of everything was almost an unavoidable result.

_Perhaps the universe's time is up, anyway._

Of course, I had already considered killing her before she became a Magical Girl... my Soul Gem darkened significantly at the very thought.

If I did kill her... assuming I could... as the second-most powerful Puella Magi, I would become a witch with monstrous, horrifying powers over space and time... nearly as destructive as Madoka Kaname would be. Nearly, but not quite.

I held Madoka while she fell apart, consoled her as her heart broke although mine was even more damaged, listened to her breathe as if I would never see her again...and silent tears pulled the whites from my eyes, leaving them equally as rose-colored as hers.

_We have no future. There will never be a happy ending for us... never.  
_

Maybe now that I'd finally made that admission, progress could be made.

* * *

**Future**

A demon shrieked.

Her wails were banshee-like, high pitched and raspy, and cut through the air like a double-edged sword.

The circumference of her labyrinth was staggering... and growing more vast by the moment. If it had been measured, certainly it would have been recognized as the largest of any witch that had ever existed.

The scenery and contents of her lair were more chilling than could be expressed in words.

It's primary themes were Hades, Space, and Unrequited Romance.

Blue flames and literal human hearts decorated the halls of the maze in flickering and fading light...

The world was upside-down; the sky was a swirling sea of blood, adorned with the stars and other heavenly bodies that floated in it.

And she wasn't even a witch, yet, I realized when I found her.

Her Soul Gem was poisoned beyond what should have necessitated a transformation into a Grief Seed... her skin seemed unnaturally white. Dead, and pearly. I didn't question it; I wasn't complaining. Even if it was by a fragile thread, at least she was still hanging on.

As I looked at her, in the fetal position amidst the personification of her pain, tangible despair leaking from every pore in her body, I tried to paint a picture in my mind of what she used to look like... of how things had been when she was happy, and smiling, and...

I knew that I was the only one who could bring her back, if it could be done.

My mind was set - even if she tiptoed farther and farther away from me, sank deeper into darkness with every passing moment, I wouldn't let go.

I couldn't, even if I had to.

We were far from our goodbyes.

* * *

Well, that's chapter 9 - I can't believe I've found the time to have written so much... o_o

Review, pleeeze.

I'm going to try to get something with some happiness back in here, but, needless to say, it is HARD with these characters.


	10. Holding On

Ugh, I gave the spin-off manga for PMMM a chance, "Mahou shoujo Kazumi Magica." Unfortunately, its just ridiculous. I see it as a bit of a slap in the face to what this show has been from episode one, onward. So far, it looks like it's basically just hentai/child porn with a plot that wouldn't be suitable entertainment for a five year old (sorry if you happened to like it, that's just my opinion).

Anyway, if you notice a lack of Madoka's POV here, its simply because I find Homura much easier and more interesting to write about... After all, I can only say "and then Madoka wondered why she's been so useless, and cried, again, because once again, that's all she could really do" so many times before it gets old.

WARNING: Violence...Graphic violence. I think of this as the "Darkness before the Fluff" to come in the next chapter.

=)

* * *

**Present**

"...Fuck..."

I retreated, jumping backwards onto a nearby platform, cursing myself for my carelessness as an earth-shattering explosion rocked the stadium.

_Another close call... I can't keep getting so distracted on these hunts...  
_

I'd underestimated this opponent; it had nearly cost me everything.

_That could have been a fatal miscalculation... much like Kyubey's initial estimation of Madoka's destructive power as a witch. That rat really has no idea yet..._

Again, I allowed my mind to wander, making mental notes of this and that, and quickly paid for it.

_I can't die..._

My concentration faltering, I twisted in the air to avoid a hit a fraction of a second too late.

_Not yet...I can't.  
_

An over-sized, razor sharp claw ripped my shirt as I dodged; it only nicked me, though.

_Yeah... that's what I'll tell Madoka if she asks what happened to my clothes._

In actuality, it tore through my shirt_ and_ stomach, forcing me to watch as my insides spilled onto the front of my already stained skirt, the smell of my intestines, and the bitter taste of blood mixing with bile in my mouth, making me sick.

_Dammit... this is fucking gross. _

I spat, and coughed and heaved as I retched involuntarily._  
_

Although it was rather pointless to do so, my arm tried covering the wound. Wincing from disgust, I gathered the wet, sticky mess dangling from my shredded skin and clothing and shoved it back in its place.

I'd been making it a point to collect as many Grief Seeds as possible these days, in preparation for the upcoming battle. I needed to get stronger, and one reliable way to do that was to acquire an excess of them, and keep my Soul Gem at its highest level of purity at ALL times; I had a closet full of them in my apartment, and kept a few with me at all times. For emergencies.

This witch was one of many I'd encountered on the outskirts of town.

_Probably a former Magical Girl from a neighboring area. _

I finally decided that I'd had enough.

I let loose all of my frustration on this one; recklessly, I assaulted it directly. Its blood rained in semi-solid, gray clumps.

I closed my eyes, and casually snatched her Grief Seed from the air, flipping my hair before she had even finished disappearing into nothing.

It was another empty victory; it didn't placate me. Not in the least.

Unwilling to permit my appearance to remain in its current..._ unsightly _state, I reversed time for the wounded areas of my body.

I presumed that my Uniform had never returned to normal when I did that because of its association with my magical powers.

On the other hand, no matter how many times I'd traveled through time, or however long I stayed in a particular line, my body never aged; this it was to be expected, since it was nothing special.

_Its just a shell. Of course it wouldn't be an exception..._

Only my heart, mind, and soul grew weary. As a construct of my Soul Gem, it made sense that my Uniform was also unaffected by my powers, and could sustain permanent damage.

I made my way to where I knew the next witch would be born. In the meantime, I mapped out the fastest routes to the 6 others that would rise tonight, as well.

* * *

**Later**

I felt like collapsing.

Clutching my side even though it wasn't what really hurt, I turned another corner, crossed another empty street.

Before long, _wondering_ if I would keel over and die at any moment turned into _hoping_.

_...Why did I come here...?_

I stood outside her window, desperately trying to remember what I'd been fighting so fiercely for.

_Her smile...her..._

I heard her sobbing.

I ached more than I ever had.

Trembling, I tried to hold back the tears, tried to be strong, remembering a time and place where _she_ had been the one fighting for and comforting _me_.

It seemed like that been an eternity ago, but the pain of losing her was just as fresh now as it had been then.

_Had that even happened...? Did I imagine it all...?_

Falling to my knees with a whimper, I no longer knew anything apart from the fact that I had failed her. I'd had chance after chance after chance after chance, and I'd failed and failed.

I felt myself slipping, felt my soul darken as I fought this sense of hopelessness and lost the battle - no, I surrendered to it.

And then, I finally disposed of my troublesome resolve.

_I'll...become a witch now, maybe... The Incubator will appear and Madoka will become a Magical Girl to kill me. _

_And it will all be over.  
_

"Homura...? Homura! HOMURA!"

I heard the screams, but they were distant, and growing fainter...

I felt her take my shoulders and shake me, but that was happening to someone else, somewhere else... I didn't care; I wasn't even watching them anymore.

I felt her arms around my neck, but I didn't, really.

I was incredibly sleepy... tired of everything. Tired of living, of feeling.

I let grief wash over me, and felt my sorrow blossom first into a disdain for everything, and then apathy.

Someone pleading for someone called 'Homura' not to go. Begging not to leave her all alone. Please.

That was okay. This was a nice way to leave things.

My eyes were closing now. It was all over. Over. Finally.

Warm tears on my cold cheek and then I was waking up, as if for the first time.

And then I blanched, feeling the poison in my soul consuming me.

Terrified, I held on to her, to keep from falling. I wanted to stay.

It hurt, holding on. But I remembered that I had to, and I dug my fingers into her shoulders, like she would leave if I didn't keep her there.

_Madoka, if she becomes a witch right now, you'll die. There are no other magical girls in this area, and she was a very powerful one... Would you like to-_

"Homura...No!" her voiced sounded too pained... _She couldn't be hurting so much for me...?_

_Ahh...I'm still dying. Still transforming._ I pulled out my Soul Gem, wanting to take a look.

_Black...darker than pitch.  
_

A single Grief Seed fell from somewhere in my clothes.

_...Oh..._

_

* * *

_Review please!

=)


	11. Miles to Go Before I Sleep

My official thanks to everyone who continues to follow and review this: Fluff. There will be fluff. Marshmallows, and pillow fights, and lemo- what? All that good stuff in this chapter/the next.

As fluffy as it could possibly be while still being...somewhat-relevant, with as little OOC-ness as possible. But you know... In-character, relevant-fluff for PMMM is...challenging. Over the past few days I've been making revisions/additions to this that have refused to be properly saved, as well as struggling with some writer's block, so I'm in a bit of a bitch-mode. This has definitely been the hardest chapter to write, and not that great to show for it. Usually it only takes me an hour or two to write and proof-read a chapter, but this has taken me TWO. WHOLE. DAYS. AND. NIGHTS. GAH. ROBERT FROST REFERENCES? WHAT? =|

* * *

**Present**

Needless to say, I was startled by Homura's breakdown, although I probably should have expected it, all things considered**.**

Moments ago, she'd been her usual, calm-cool-collected self, sitting across from me on my bed... I was lying back, telling her that as soon as my mom got home I'd ask if she could spend the night, and that she'd "definitely say yes."

I began rearranging my stuffed animals so things would be more comfortable for her... and then BAM.

She tackled like a professional football player. Cried like one, too.

_Sayaka...used to do the same thing..._ on impulse, I wrapped my arms around her like I had for my best friend, so many times.

_But this...is Homura...__she's usually so...stoic...so detached and disinterested..._ I half-expected her to to get up and punch me.

Or worse, that she'd do her signature hair-flip thing, that really seemed to be her version of a middle finger. Whenever she did that around me, I felt like I wasn't even worthy to be in her presence, although I wasn't sure why she made me feel like that.

She cried silently, her face buried in the crook of my neck, her long hair and tears tickling my collarbone where they fell.

She was so still, I wondered if she was even breathing.

I wanted to do something more to comfort her, say anything that would make her feel better... but what could I really say or do when what was bothering her was so complex?

I settled for stroking her back, and combing through her hair with my fingers, knowing that had always had a positive effect on Sayaka...

_Sayaka..._

Now I was the one that needed comforting_._

* * *

**Later  
**

My mother barged into my bedroom, drink in hand, without knocking, as she always did when she came home late on Saturday nights like this. Problem was, this wasn't an ordinary night, by any definition.

Absent-minded and obnoxious, she was already telling me about her hectic schedule for next week and her asshole associates... completely oblivious of the third presence in my room for a good two minutes as she went on her tirade.

"...and can you BELIEVE the audacity of these men? No. Shame." I hadn't been breathing for a while now.

"Listen to me, sweetheart, watch out for those 'nice guys...'" She was giving me advice without even looking at me.

"If they act all awkward and shy, and indecisive, and all that shit, like your father, then they're safe."I looked up at Homura, almost wanting to ask what I should do... Her head was tilted in the direction of the door, but she was looking at me from the corner of her eye.

"If they seem to want to do everything for you, treat you like a goddess, and somehow know _exactly_ what to say to make you feel amazing, don't fall for it. Those sneaky, back-stabbing bastards are the worst."

"..." _What the heck is she even talking about...?_

"Oh, that's right! You're getting to be around that age now, aren't you sweetheart? If and when you do start dating, make sure you bring the lucky guy home, so I can 'check him out' for you. Oh, and tell me if he tries anything on the first date: I'll rip him a new one. M'kay, honey? ...You listenin', Madoka?"

The persisting silence finally gave her cause to take a good, long look at me.

Horrified by this situation for reasons I couldn't quite pinpoint, I watched her eyes sweep over us - lingering on Homura, of course.

Breathless, disheveled, Homura... with her arms wrapping themselves even more tightly around my neck, her body pressed deeply into mine... one of my hands caught in her hair, the other paralyzed, resting on the small of her back.

Homura, whose furious, bloodshot eyes were burning holes straight through mom's shocked ones.

"M-mom..." I started, not knowing what else to do.

"Uh...It...it isn't...what...it looks...like..."

She didn't acknowledge me; just continued gaping at Homura, who continued giving her that signature death-glare.

"Pardon... but, do you mind...?" she said in a carefully measured tone, dripping with ice; I wondered if she'd really been crying up until mom walked in on us.

She just stood there, until Homura spoke again; never taking her eyes off of mom, she breathed "I need to...shower" into my neck.

"Oh! Um, right...I'll...take you to the bathroom, then..."

With that, she rose; untangled herself from me with the ease of a magician, and left, flipping her hair as she strode past my mother and turned in the direction of the main bathroom.

_How does she know where it is...? Just like the first day she came to school... like she's been here a thousand times before...but...  
_

"Wow... what a little _bitch_! No respect for authority...no fear of what others think... I like that. You're definitely telling me all about her tomorrow._"  
_

**

* * *

Earlier**

_This isn't it...I...have promises to keep...  
_

The only thing holding me together, keeping my sanity intact and my soul tethered to whatever remained of my humanity, she screamed for me to stay with her.

_I...I...want to. Do you hear me? I want to.  
_

But, the Grief Seed, my fractured vision, and shattering perception of reality signified that there was nothing to be done.

_Its just too late. There was never a remedy for this disease, Madoka. _

I closed my eyes, giving in again.

_...Should I...apologize...?  
_

She was hoarse, now. Stubbornly screaming and crying herself sore, until her voice failed... or maybe I just couldn't hear her anymore.

I opened my eyes, needing to see that face a final time - crying or not...

And I noticed.

My soul gem was still in my hand.

_Black... darker than pitch... poisoned with sorrow._.. _but still a Soul Gem!_

Understanding where the Grief Seed had come from, I summoned the will to reach out for it, but it wasn't enough for my body to obey.

Without warning, a thousand wires snapped inside of me. All at once.

I opened my mouth to scream, if only to tell her by doing so that I'd honestly wanted to resist this with all I had; but, I'd long since forgotten the concept of breathing, and it was wide-eyed and silent.

I hoped it was enough; prayed that she understood anyway.

I was still being dragged away from her, and spiraling into darkness; to be lost in nothingness, and infinity. Madness and ire.

Kicking and screaming I went, but it made little difference.

Then, a huge weight was being lifted from me; _I _was being lifted, and all conscious thought stopped.

* * *

**Present**

I hadn't loitered in the bathroom for very long; I took a 30-second shower, the cold water snapping me out of my slump. I washed my face, brushed my hair, painted on a straight face, and used_ all __7_ of my emergency Seeds to purify my Soul Gem far beyond what was necessary. I wasn't taking any more chances.

When I returned, her mother was gone, and Madoka was exactly as I'd left her.

She cleared her throat. Shifted a little. Laughed awkwardly. Tried to initiate another conversation, but I wasn't having any of it.

Now much more self-possessed, I crossed the room and sat beside her on the bed. My movements controlled and deliberate, I took her hand in mine, forcibly maintaining eye-contact.

She gave me a subtle squeeze, barely noticeable, and completely innocent.

Shamelessly, I took it as a go-ahead to crawl on top of her. Both of her hands now in my possession, I pushed them up to join her head.

The girl beneath me was very uncomfortable - that much had been painfully obvious half an hour ago, from the moment I awoke in her bed and saw her standing to the side, literally twiddling her thumbs.

I hardly cared. Honestly, how could I, after everything that just happened...? I needed this... and even I could be selfish at times.

Its not as if I was asking much from her...just that she'd...stay there with me..tolerate me.

I was painfully aware that I'd shamed myself and reputation by allowing my Soul Gem to become so corrupted in a single moment of weakness.

_Kind of like...what happened then..._ I pushed the thought away, filing it for later.

I knew that this was wrong, in a way; that I was taking advantage of her personality right now. Because I only had the guts to try something like this because I knew that she wouldn't have pushed me away, not because I was anything special, but because that was just the person she was.

To clarify - I wasn't about to _rape _the girl I had let the entire universe die for, time and again.

I _did _need to look her in the eyes, and force her to know how painful this was, to know that I was the only one who ever had and ever would, love her so completely, and ask only for her happiness in return...

I was planning to say her name, all low-toned and serious, and then confess my undying affection...

"Madoka..." I started.

"I..." and then, I choked.

* * *

UGH. TWO DAYYYS. FOR THIS POOP! ?

Blame any mistakes or lameness on writer's block, bitchy-mood, insomnia, and lack of a beta.

The next chapter is more interesting, I promise. -_-


	12. There For Tomorrow

Sorry for taking so long to update this, 12 and 13 haven't been very kind to me...

Ten thousand thanks-yous to ShadowKittenMewFan for beta-ing for me.

Can't seem to summarize this chapter too well, for whatever reason... so, just read it! =)

By the way, I sincerely hope that you all have been ignoring how lame/irrelevant my titles are...I just don't feel right about calling things chapter 1, chapter 2, and so on... so basically, whatever random word/phrase pops into my head as I re-read it for the final time ends up as the title...yeah. Blame my laziness...

* * *

**Present**

I'd been looking directly into her eyes - it was a bit of a requirement for what I originally had in mind.

"Madoka, I..." I was confident in my romantic 'expertise' at first, in spite of the fact that I actually had very little in the way of legitimate experience when it came to initiating a _conversation_, much less a _relationship_...

_It's ironic...yet another one of Madoka's roles I suppose I'll have to fill..._ And then I remembered how "good" the original Madoka had been at verbally expressing her feelings, and regretted ever putting myself in this situation.

Not for the first time, I wondered if the Madoka from my time was really the 'original.'

I had never been very sure, since there was never anyone around who could have explained to me exactly how the whole "space/time continuum" business worked, apart from Science Fiction and Hollywood. It wasn't like I was about to go politely ask Kyubey anything...

_Well..._ _I suppose torturing him for information is long overdue... after all, he doesn't understand the concept of a lie, and can definitely feel pain and fears death, otherwise he wouldn't scurry off every time I pointed something deadly at him..._ I filed that away for later._  
_

Madoka had been different in different ways every time, probably because of the things in her lives that she'd never experienced with me running interference... but somehow, she was always eerily the same: the way she laughed, and smiled, and comforted me when she had been in agony herself. The way she cried.

To think that I still had no idea how heavily I was affecting or being affected by my tampering with history and destiny. _Who was I to fight against it, anyway? And hadn't Kyubey said that he and the other 'advanced beings' were doing this to save the universe...? Was I really the bad guy here...?_ _And so what if I am? I don't give two shits about the univer_se_ anymore, and even if I did, I-_

My thoughts were interrupted by her worried stare; I was taken aback by a gaze that seemed too knowing for this timeline's innocent Madoka.

Then again, at this point she had learned nearly everything that was important...and had already lost everyone that was precious to her.

_She isn't exactly innocent here... not anymore._ My hands tightened around hers.

_Still, that look... _Although soft, her expression had become very different from the one I'd grown accustomed to seeing here in this loop._ That pitiful countenance, characteristic of one who is little more than a helpless, useless burden to others... The same look I wore, once... its gone._

Now, there was no identifiable trace of uncertainty or self-consciousness tainting her facial features, although there was probably enough misery between us to warrant a suicide... _or two. _

She smiled slightly, and gave my left hand an gentle squeeze with her right, saying so much more than 'it will be okay' with the simple action_.  
_

It was all too reminiscent of the final reassuring smile she'd given me, a great many lines ago; the time when we should have died and been reborn into witches, together.

Inside my chest, something twisted itself into familiar knots; I blinked, and wondered how many times my heart could break in a single timeline.

I tried to bring myself back to the task at hand. _Might as well finish what I started..._

Without warning or invitation, shy/insecure Homura reared her ugly, bespectacled head, as if she hadn't died many, _many_ loops prior to this one.

"I...I...like...your hair...d-down like this." I whispered, cheeks flaming, nerves shot to hell.

"It looks...n-nice. N-not that it h-hasn't a-always!" I added quickly, worried that she might take my previous statement the wrong way.

_For fuck's sake...! Why am I stuttering again, now of all times? _Somehow, I clearly remembered the details of the plan I'd devised, but nothing of how I would go about executing it.

_This isn't hard...! Calm down, Akemi. Just...say something cool already! _

My inner pep-talk was rather ineffective._  
_

_I'm still nothing like her...if she couldn't do this, how could I? _Bitterly, I scolded myself for not understanding her when it mattered.

I bit into my lip, now thoroughly aware of why Madoka had never been able to put her feelings into words, and went over my plan again.

_ Step 1: Be irresistibly charming and poetic in describing her infinite beauty and grace, and very romantically profess feelings of undying...adoration...? _I was still trying to find a suitable synonym for the 'L' word._  
_

_Step 2: Wait patiently for response/shock and awe..._

How had this ever seemed like a good idea...? I kicked myself inwardly. Hard._  
_

_Step 3: Respond to her response (or lack thereof) with a kiss..._

_Well...what if her response is a little less than positive...?_ I could hardly believe I hadn't factored in the possibility of rejection at all...at the very least, I could justify this lunacy by telling myself that I may never get another chance like this to confess my feelings._  
_

_Step 4: ...play the rest by ear..._ Painfully aware of how poorly thought-out this plan had been, I wondered how steps 2 through 4 would go, when I'd failed so miserably at number 1.

She had been patiently waiting for me to say more; it must have looked like I desperately wanted to, after all.

"Really?" She said finally, laughing gently. "Thanks...I've always thought it was kind of boring when I let it down, though..." A smirk. "...hence the pig-tails and flashy ribbons." Her eyes dropped away, but her smile never left. "Its...nothing like yours."

She squeezed my hand again, harder now. Fixing her eyes back on mine, setting her mouth in a determined line, I knew she wanted me to take her next words seriously.

"...I can handle it now, Homura."

_Could she?  
_

_

* * *

_

**Future**

I ran to her, heedless of all that was around us, pushing past the pain and foggy vision, ignoring the protests of my broken bones.

I slid to halt and crashed to my knees, immediately taking her in my arms and cradling her, a surprised, gasping moan escaping her lips at the sudden, harsh touch.

She wrenched open her eyes and looked up at me, as the first of many tears dropped onto her face from mine.

"A...kemi...is..okay...!" Her pained sigh of relief hurt more than any of my injuries.

I tried to speak, but something was strangling me.

I tried to breathe, but something cold had locked my heart in a vice, and was crushing it with enough pressure to create diamonds out of coal.

A thousand thoughts of hers and mine crashed into each other as they raced to the front of my mind, making my head feel far too small to contain them all.

A thousand un-answerable questions raged at me for not finding their solutions sooner.

_What was I supposed to do?_ I didn't know.

_What did I come here for?_ I couldn't remember.

_How do I stop this?_ No one ever told me.

_What do I do? What do I do? _Only silence and a cacophony of angry thoughts bothered to answer. _  
_

_Doesn't matter. Too late. I was too slow. I was too weak. Its too late. _

"Don't...give me...that face. That...guilty look...doesn't suit you...Akemi-san," she said between tiny gasps, smiling weakly.

Fighting through my sobs, I managed to form words.

"Don't say anything else! You're..." I choked, and began again, trying my best to put on a reassuring face.

"You're hurt...right? So...just...let's take it easy for now, okay? You aren't...invincible, you know...Madoka." My strained laughter and forced smile were more comforting than I'd hoped, and she returned them with her own genuinely reassuring expression.

"...Thank you..." she started, but it sounded far too much like a farewell; I snapped at her, frustrated that she was giving up.

"Stop it. I don't...I don't want to hear it!" Hysterical now, my voice rose and fell and broke.

"Just don't! Don't...leave, like this...you can't! This isn't...right. This...shouldn't... it's...too cruel... So...why...? Why sacrifice yourself? Grow up! Who are you saving by throwing yourself away here?"

With reserves of strength that shouldn't have surprised me, considering that this was Madoka Kaname, she reached up and brushed away the next wave of tears before they fell.

"Don't...you care...? Why...can't you understand...? Haven't you considered... that there are people who'll be sad if you're gone? What...will happen...to everyone who cares about you...?"

"I meant...to tell you..." she whispered, sadness and regret and exhaustion seeping into her trembling voice. With one arm around my neck, she pulled herself up until our eyes were level. She pushed her forehead against mine, like she always did, and for a moment I could pretend that all was well; that everything was as it always had been.

The barest of contact, her cold, dry lips merely ghosting across mine, and more feelings were shooting through my entire existence at one time than I had ever felt in my life.

"...that. I've always...meant...to say...that..." she finished. She let herself fall back into my arms, releasing a disappointed sigh.

"You didn't...kiss me back...again..." her vacant eyes closed as she spoke, and the remnants of me evaporated as I realized that I never had.

* * *

Reviews...? :D?


	13. Not Our Problem

I tried to explain the Physics behind PMMM a little bit more here, as in as simple terms as possible...

This chapter required a lot more extra work than the others have... had to re-watch Kyubey's explanation, episode 10, episode 9, and research a bunch of science poop...even so, I enjoyed writing it, so I hope you'll enjoy reading it.

I think/hope you'll understand more about why I felt like I had to go into it here as this story gets closer to its conclusion (which will either be really heart-warming, or really, really depressing...at this point, it could go either way)

thanks again to ShadowKittenMewFan for approving it. =)

* * *

**Present**

I stopped walking, feeling faint. Moments later, I heard her follow suit, and turn to face me.

"...Madoka...?" The concern in her voice made me nauseous for reasons I couldn't identify.

My nails tore into the fabric of my blouse.

The cold night air was merciless against my exposed skin, but it helped me to know that this, at least, was not a fabrication.

All of it made sense now... so nothing made sense anymore.

Her words flawlessly assembled the pieces of a puzzle that seemed impossible to put together... ironically, as a result of this truth, everything I thought I knew melted into surreality.

The picture of the finished work cut into my mind like a jigsaw, and scattered the new shapes in the night wind.

My brain processed everything easily enough... and, I'd taken a semester each of chemistry and physics last year, so I knew what entropy and enthalpy were... I could even grasp bits of the more technical stuff... but...this...

I couldn't really comprehend the gravity of this situation...and she wasn't even finished yet.

_"I can handle it now, Homura..."_ Like hell I could.

_"Let's take a walk..."_ It seemed like a simple enough concept at first...

"Madoka...are you still following me...?"

"Ah...no..."

"...I see. Keep walking." She took my hand in hers, and towed me along.

In that instant, I realized that Kyubey had probably been holding something back from me... _Of course...holding back information was how he made a living..._

"Homura-chan... Kyubey said that he and the other advanced beings were... h-harvesting... emotional energy from girls like us when they turned into witches and created energy, because the universe was running out of it... or something like that... but...I don't understand...that couldn't be-"

"You're sharp..." she said, looking at me over her shoulder as we continued down the darkly lit street. "In fact, you're exactly right. That obviously wouldn't even be sticking a band-aid on the problem. For one thing, it doesn't make any sense that a supposedly 'highly advanced race' would be depending on such an inefficient way to solve this - after all, some Magical Girls wish for cake."

I barely muffled a giggle with my free hand. _Did she just make a joke? How sweet, Homura-chan..._

"And then there are those who die before they even become witches, like Mami Tomoe and Kyoko Sakura did. And... some witches are so weak that they're killed off before they even begin causing any real trouble, like Sayaka Miki."

My smile died at the mere mention of those names, as the pain of their deaths reawakened within me. Her hand gently squeezed mine, and she looked away. _She...knows she hurt me...?_

"If they were really serious about fixing the entropy problem this way, they'd make Witches of us on a Universal scale._ Force _us to make 'better' wishes in one way or another, and even so - they're ultimately limited in the amount of entropy they can reduce and energy they can 'create.'"

"R-right..." I said, trying to get over how coldly she'd used my friends as a reference. "And...the universe is a big place, isn't it? And we're so... insignificant in comparison. So, this whole thing is like trying to use little batteries to power a spaceship..."

"Exactly." she said, opening a door I hadn't seen until she was already touching it. "Its not happening."

We stood on the edge of a sidewalk, on the corner of a street I was unfamiliar with, outside of a tall, dark building I'd never seen before...

_I've lived in this city all my life... but, I feel like a stranger here... __'Akemi Homura'...she lives all alone...? Well, I guess Mami and Kyoko did too... __must be a 'Magical Girl thing...'_

Hesitantly, I followed her inside.

It looked normal enough... We walked through a second door, and all sense of normalcy vanished. _Her apartment's interior decorator has serious issues.  
_

"Which brings us to the only permanent solution to this problem..." she said as she sat on a strange piece of furniture. She motioned for me to sit across from her, and began rifling through some documents on a table. "You and I."

* * *

**Present**

I'd grown so accustomed to the sound Madoka's jaw made when it hit the floor, it was almost comical now.

"Homura-chan...! You... I don't... u-understand... Why-"

"It's... quite the lengthy story, actually..." I said lamely, a shameless cop-out. "Besides, that's not what's important right now. Not even close. Just...save questions like that for later."

"Y-yes...of...course..." She sounded unconvinced that my reasoning wasn't the most important detail here, but closed her mouth and clenched her teeth, waiting patiently for me to explain more.

Not wanting to acknowledge the jumble of emotions in her voice and written all over her face, I pretended to focus my attention back to the documents in my hand.

"The bottom line is, I'm as good as dead... and... as for you..." I nearly crushed the papers I was holding. "I hate admitting it, but it's hard to see how we get out of this... Our only chances are... long shots, to be optimistic."

"But, why keep trying? Why even... uhm...sorry..." She bit her bottom lip.

"It's partly because I almost have no choice but to try, over and over... because I..."_ Because I love you... Because I need you__, more than anything._ I scratched my head, struggling in my search for different words. "Well, I... just... want... to. But, I'm also forced to do so because of the terms of my contract."

Admirably, she held back the string of new questions popping into her head. _Because you 'just want to?' Seriously? What do I look like, an idiot?  
_

"Furthermore... I've concluded that I'm unable to die, or become a witch... Both constitute failing you in the same way that _your _death/transformation into a witch does, which are grounds for my wish to re-activate."

"How do you know?" She asked, overwhelmed.

"Well... to be honest, I don't know for certain that I can't become a witch, although it makes sense... Its not like I could try to save you if I'm busy killing everything in sight. It's quite possible that I can, however, as long as you're alive, and that my wish would reactivate the instant you... died. On the other hand... as for _me_ dying... As far as I've seen, even if you're perfectly fine, it just doesn't work out. Probably because it contradicts my original wish, and is unacceptable to the contract..."

_But...How do you know...?_ The questions reaching the front of her mind were rolling off into mine, unbeknownst to her.

"Several loops ago, I... died. Or rather, I killed myself."

"...Homura-chan... You..." _Why? Why me...Homura? There's...there's no way I'm worth it..._ I kept my face straight and voice level as I went on.

"It was stupid, really. Cowardly...and selfish, above all. I felt like I'd never be able to succeed, and just wanted... to fade away. One day I just... lost my will to fight. I let a witch kill me... I woke up immediately, and knew that time reversed moments before my heart stopped... so, I killed myself again in the hospital. It was incredibly stupid, especially after the first attempt. I knew it wouldn't work, and I could have been doing far more constructive things with my time...like figuring out how to save you..."

"H-homura...I..." _I don't...think I deserve it...your...selflessness...No...not when all I can repay you with is...despair..._ I could hear her grip tightening on the skirt she wore, the sobs she tried to silence, but I didn't look up... unwilling to watch her cry for me. For us.

"I've considered that the reason my death would contradict my wish is possibly because... the curse that was born from my wish, which will keep the balance of hope and despair at 0, is that I will forever be unable to save you. I will always have the power to try, and will always_ have_ to try because of my wish... but I'll fail every time. And...I can't continuously keep failing to save you if I'm dead."

"B-but why...! It's...it's too...cruel..." She was crying freely, now. I didn't look up.

"And it's also what could save the universe." I shuffled through my notes, until I found the page that could help me explain.

I pushed pictures of black holes and witches, and collapsing stars towards her as I went on.

"Its entrance into what's known as 'heat death,' what will happen when the universe reaches a state maximal entropy, was predicted by scientists late in the 19th century. When evolving into a state of its highest possible disorder, with all energy in the universe lost... its temperature will reach absolute 0; hence the 'death of heat'."

"R-right... that's what Kyubey said about how we're losing all the energy... and that's what they're using magical girls to prevent... and... _that's_ what they...killed everyone for..." I was surprised she was holding herself together so well.

"Yes. All matter in the universe will collapse into black holes... put simply, when this happens, it will not be good for life. On top of that, there is absolutely NO possible solution... No matter how you look at it, it's an unavoidable eventuality."

"I still don't get it, though... I mean, how is the universe even "losing energy" anyway? I thought that 'energy could never be created or destroyed...' isn't that a law of nature, or something...? I learned it in chemistry last year..."_ I know... I was there. I was in that class with you for the first half of that year...  
_

"While it remains true that energy can only be transferred, if all of the mechanical and kinetic energy in the universe vanishes... is transferred into useless potential energy, there might as well be no energy at all. That's what's been happening. As we use up all of the usable energy, in essence, it becomes potential energy elsewhere... and untapped potential is useless."

Without raising my head to see, I knew she'd lifted her eyes to the ceiling, and was watching the shadow of my pendulum as she spoke.

"So, I might have all this potential energy inside of me... but, the only way that energy would affect anything is if it's released by my wish when I became a Magical Girl... and then, more would be released when I became a witch..." She was wondering if the universe was a decent thing to die for.

"Correct. Entropy, as you know, is the measurement of disorder in a system. Enthalpy is the measure of energy. As entropy increases, enthalpy decreases. But, more than that, entropy requires a _direction of time_. Without getting too much into the intricacies of thermodynamic laws, it's been generally accepted that the only certainty existing in physics is that _as time goes forward, entropy will increase_. Think about that."

"As...time... goes forward...?" She looked back down, now playing with the hem of her skirt.

"Yes. As time goes forward." I looked up, waiting for her to understand. Now she was clutching the material like a lifeline, her eyes tightly shut, her shoulders shaking. _Why...? Does she really care about me so much... to have that expression? _

Not for the first time, I promised myself that I would save her. I no longer cared about the tragedies from the other timelines, and somehow, I knew there would never be another fresh one for me to fail in. There would never, _ever_ need to be another Madoka Kaname for me to fall for. This one was all that ever mattered._  
_

"...Forward... forward... _forward_!" Her head shot up, her eyes wide with the shock of the realization. The universe constantly being returned to a prior state of lesser disorder would mean that it would never be allowed to reach maximum entropy...

It wasn't an ideal solution, but it was the only one...and it was almost foolproof. 'Magic' was the only thing that even made it possible.

"Yeah. So I-"

"But, Homura! That's...this is..."

"Absolutely not how I intend to spend eternity." I smiled at the relieved face she made, glad I'd finally been able to confide in her. I knew that this time, I'd finally done things right, by not telling her everything all at once. By letting her see exactly what Magical Girls were all about, and what she could be getting herself into...

Ideally, she wouldn't have to fight the Walpurgisnacht, and I would be strong enough to defeat it alone... but, experience said that I wouldn't be, and she'd become a Magical Girl. Still, at the very least, she had all the right facts, and all the experiences and pain she'd need to make an informed decision... and most importantly, she could make the _right_ wish. Kyubey would probably think that would mark the beginning of her end, and my failure... but, after nearly becoming a witch for the second time, I stumbled upon the answer; a workable backup plan. _We might have our happy ending, after all._

"I don't care about the universe. It's not our problem. I won't suffer through another failure... I won't lose you. I can't."

"But...what could you do? Didn't you say...it was hopeless...?"

"Well...I said it's a bit of a long-shot..." I made sure to look her in the eyes as I finished. "But, as long as we accept certain inevitabilities... we'll make it this time."

_Both of us._

_

* * *

_Okay, I really gotta know if this was readable, for future reference.

Not simple/concise enough? Let me know, then. =)


	14. Falling Awake

**To all charity-minded people: Please be on the lookout for phony aid groups...** Plenty of scammers are already trying to take advantage of the compassion pouring in for Japan in the wake of this disaster... Just be wary, and do plenty of research... Please. That being said, if you can read this right now, chances are you can probably afford to **h****ave a little compassion. **

This is a filler chapter; it's meant for little more than to segue us into the next (one i've affectionately titled "Homura and Madoka's Excellent Adventure"...needless to say, it's pretty fluffy).

My writing style feels a _little_ different here, especially in Madoka's pov... maybe only I think so. Can't put my finger on how/why it happened, or if that's even a noticable issue, but, since I couldn't think of anything else that might be _fatally_ wrong with it, I didn't want to bother my (wonderful) beta with this one before I went ahead published it... lemme know if that was a mistake and this is absolute crap, so it won't happen again.

* * *

**Present**

I hunched slightly as I stepped through her window, careful not to bump parts of the shivering, unconscious girl I was carrying into anything, for fear of waking her.

_"N-no! It's okay! I'm fine...honest! Just...I'm just a little tired, is all. Please..." _

A few minutes earlier, she'd been dozing off in my apartment while I tried to explain more of what the strategy I'd come to call "Master Plan B" would entail. _I...had to name it something, didn't I?_

This was nothing serious; she had simply stayed up much later tonight than what her body was used to. But, never being one to take chances where this girl was involved, I was at her side and checking her vitals the instant her eyes closed, catching and cradling her head as it flopped to one side.

_"I see... Should I... take you home now, then?"_ I asked, careful to mask my selfish disappointment with a disinterested monotone.

_"N-no... Please. I need to...hear the rest of this stuff...right? It's...really, really important, and..."_

My internal clock alerted me that it was about 25.2 seconds into 1:45am... This had been a long, scary night, even by _my_ definition; I couldn't blame her for being a bit exhausted, especially under these circumstances.

_Just a few hours ago, I was dying in her arms... right in her back yard. And then, her sneaking out for the first time, with a mom like that to answer to, along with everything she's had to process, all at once... Her stress level must be insanly high right now..._

_"Ah...Would you...like some coffee, or-"_

_"Mhmmm. Please?" _Sorry I asked, I made my way into the kitchen and soundlessly began the necessary preparations.

I had...issues...with things like this - coffee, tea, instant noodles, anything requiring a microwave... none of it was ever done fast enough for my standards, and the fact that there was nothing my powers could do about that only made it more frustrating. It's true that I was a master of time in some ways, but I was also its slave... _More like its bitch..._

I finished making the coffee, unplugged the kettle, and poured it - black - into a dusty mug I'd found beneath the sink... I'd nearly left the kitchen, but the feeling that I had forgotten something vital to this process was unshakable.

_Oh. That's right. Usually, people will...put different things in this, so that it'll taste better... and everyone has their own distinct preferences... I think...  
_

_"Hey Madoka,"_ I'd called from the kitchen, holding the still-boiling-hot liquid level with my waist. _"How do you uh, like this stuff...?"_

Exactly three seconds passed, but to me the silence seemed alarmingly protracted.

Five. I took a solitary step forward.

Seven and a half. No reply.

I transformed, the mug shattering in my fist. My heart beat violently inside of my chest, as I stopped time and raced back to her.

She'd passed out, and was using the table in front of her (and my research papers) as a substitute for a pillow. _Well, that was anti-climactic..._

I sighed, exasperated, and tried wiping the scalding-hot coffee off of my face and shirt with the back of my hand, with little results. I then removed several large shards of glass from my palm with my teeth, before leaning down and taking her in my arms.

Now, I placed her among her hoards of stuffed animals, the sheets on her bed still messy from when we'd been there earlier.

I sighed again as I tucked her in, half-wishing this "long, scary night" hadn't ended so suddenly.

My fingers couldn't help but trail here and linger there, and I brushed a few harmless strands of hair away from her eyes.

One of my hands found its way to one of hers, without my guidance. I reddened when she squeezed it in her sleep.

Blush deepening, my face leaned down on its own, and my mouth - dangerously close to her neck - whispered words without my permission.

"...M-madoka...I..." _If I tell her...now... even when she's like this...doesn't it...still count?_

".._..._" Now terrified that she would wake, I bit down hard on my tongue, lessening the pressure when I tasted blood. _Dammit!_

I growled inwardly, frustrated that I'd come so close this time, only to lose my nerve like that again. _So stupid... Stupidstupidstupidstupid... I stopped time: she won't even know how and when she got back here, much less remember me speaking to her...or what I said...why can't I..._

Ashamed, I exhaled a held breath and straightened, turning to leave... inexplicably, the hand that I'd been holding reached out, reclaiming mine.

"Don't..."

_...What the-_

* * *

**Present**

I was caught somewhere on the verge of sleep and wakefulness; semiconscious, but, sort of dreaming. Wherever I was trapped, I couldn't separate what happened in my mind from what happened outside of it.

The cold from the shallow water I was laying in seeped into my every pore, numbing me to almost all other sensation.

Meanwhile, I was...aware...of delicate fingertips skating across my arms and face, and of nails gently dragging across my thigh, and of tiny fires igniting just beneath the surface of my body... but, I assumed it was only more of my imagination.

The penetrating cold of the water gave way to the blanketing warmth of something thicker, the new feelings easily replacing an overpowering sense of lonliness with one of security, making me even sleepier.

Then, a soft hand slipped into mine, and I was falling back into reality at the sound of her voice, murmuring my name.

I grew more and more alert to the smallest, accidental touch of her skin against mine, and sensitive to the strangely familiar feel of her warm breath against my collarbone.

But she was letting go, much too soon. She was moving away, and leaving me to be cold and lonely again, soaking and freezing and paralyzed in an oversized puddle somewhere. Of course I reached out, hoping against hope that I could pull some piece of her with me...wishing I could take her back into my waking-life, if she was an angel whose sole purpose for existence was to save me from that nightmare.

Homura _eeped_ when my hand sought hers out, a sound I never thought the other girl capable of.

_Was...she really there? _

"Don't...leave..." I muttered, delirious._  
_

"I don't understand...I-Impossible..." she whispered back, barely audible. The wild look she wore was bordering...fearful... but I didn't question why, because she didn't push me away.

My muscles strained with the effort, but I managed to sit upright and face her. She held my shoulders now, both supporting me and discouraging me from making any more sudden movements.

"M-Madoka... H-how-"

I let my head fall against her, and tried to work up the motivation and strength to move.

Upon realizing that I would be out cold in a few more seconds if I didn't move from that position, I shot to my feet.

For some reason, I felt that I needed to 'formally' apologize for falling asleep back at her apartment, and pledge to stay up for as long as it took her to tell me everything. I started what was supposed to have been a flashy, sweeping bow that Sayaka and I had copied from old-time movies...

"Homura-chan, I-"

Knees more than weak, I lost my balance; staggering forward, my face crashed hard into her chest in spite of my hands shooting up reflexively to prevent exactly that. Heavily embarrassed by my clumsiness, I stumbled backwards, accidentally pulling her towards the floor along with me by bunches of the dark hair my hands found themselves tangled in as they desperately grasped for anything to hold on to.

With startling agility, Homura twisted us both around and pulled me into her, breaking our fall with her body.

"T-thanks..." I mumbled into the crook of her neck, blushing furiously. _Ohmygod! I'm so uncool!_

"Y-yeah...it's...no big deal..." This close, I could actually_ feel _her heart beating, steady and strong, against me. Fascinated, I unconsciously tried to push closer to her. I noticed her discomfort, but hadn't enough energy to pick myself up.

Before long, I was concentrating solely on the rhythmic pounding of her pulse, my mission to stay awake completely forgotten for the moment..

By the time I snapped back to attention, I was already done for; my eyelids were too heavy to support much longer, my eyes too dry to keep open.

_Darn... She'll probably think...I'm so immature..._

"Nah, you're fine. Just tired. We'll...talk more tomorrow." She picked me back up and unceremoniously dumped me back in bed, probably worn out herself.

I heard her transform back to normal, felt time return to motion, and tried - in vain, this time - to reach her.

"It's okay... I'll...be around." _Did Homura..._chuckle_...just now...?_

Silence for a while...and then a gentle click I assumed to be my window closing behind her.

Too tired to even think, much less verbalize my protests, I rolled over and grabbed a nearby animal to cuddle.

"Uhm...goodnight...and...all that..." I felt pressure on the foot of my bed, and somehow knew without looking that she'd be curling up there like a cat, careful not to disturb me. _Why is she like that...?_

I wanted to offer her pillows and blankets, just to hear her polite refusal...and I wanted to tell her it would be okay if she slept next to me, just to hear her insist "No, it's alright...I'm okay like this..."

I wanted to thank her for staying, and ask why she had, more than anything else...

"It's...not a problem...so don't mention it..."

The smile in her voice laid my remaining doubts to rest for the time being and I drifted off without another thought.

* * *

Wow... over 2,400 hits and almost 700 visitors from all kinds of countries to this fic in less than a month... I don't really know if that's a small/average number, or a very large one, but either way, I'm **very** flattered.

Many thanks to everyone who's been reading this.

Questions, comments, suggestions are still more than welcome.

=)


	15. Overdue

**A/N**

Hi there! Thanks for getting this far! In the future, you should look for this fic under the M rating.

And without further ado, I hereby lift my writing hiatus! :D

(Be sure to let me know if this just totally sucks and I should crawl back into whatever hole I crawled out of.. v_v)

I had to re-write this chapter. I had to. When I first decided to re-write this chapter, it was connected to ch. 16... but once I hit 7000 words I had to cut it in half somehow, even though I focused more on writing what you'll read in the next chapter.

Anyway, the purpose of this chapter is more to re-establish the setting/emotions/plot of this story than anything else really, since it's probably been a seriously long time since most people have looked at it last.

Hopefully, this will give you a better sense of what's going on behind the scenes/in our little girls' minds.

* * *

**Present**

I stirred, disturbed by a sharp buzzing nearby.

My unseeing, bleary eyes turned to one side, and where I'd hoped to find a comforting presence there was only a crippling sense of loneliness.

_Of course she left... What was I expecting...?_

My left arm reached over to shut off the offending device, and I strained to wrap my head around the explanation I said I could handle.

The weight of Homura's words were finally sinking in, doubtlessly because of the dark-haired girl's absence.

_Well, I did say I wanted to know everything..._

Without her there to walk me through it, there was no sense to be made.

I wanted to try anyway. I grabbed my e-diary and started typing, as if that would help me get a grip on things.

Still, no matter how I twisted things in my mind, no matter how I tilted my head and squinted at certain memories, I would never really understand why things had to happen in the horrible ways they often did.

At first, the gravity of the situation was mind-numbing; now, the pain was world-crushing to me.

To think that all of the tragedy and suffering surrounding my life and my friends in the past three weeks had been working together solely to influence my nature, propelling me toward a destiny as the strongest Magical Girl, and an eventual ascension into the strongest Witch.

_It was all my fault..._

I had the power to save and condemn in the same breath, and the weight of the world was literally on my shoulders.

_Wait..._

I stopped typing.

_Would it actually be... metaphorically? Literally sounds better, but it isn't really true... And either way, Homura would probably scold me for wording a figure of speech like that._

For whatever reason, I thought about how she tried helping me with my English homework once.

I scrolled to an earlier page, and read the entry.

* * *

**April 5th, 2011**

Today was... well, I can't quite think of the word.

"Nice" is prolly the closest though. :)

Halfway through lunch, QB told us that Mami-san had to leave to do something important...

/(o_o)\

I... _sorta_ wished she could have stayed longer, but didn't actually say anything. Her job's like, super-top-secret, so I can't say what exactly she does even though it's the coolest thing evar. :P

Anyway. Sayaka sent me a text saying she was staying home 'sick' that day... Seriously, it took me five whole minutes to figure out exactly what the heck she was trying to say... -_-

I really hate when people can't spell things out properly! (I'd never tell her that though...)

On top of all that, Hitomi said that she was leaving campus during lunch to visit a friend at the hospital... I ended up alone at lunch for the first time in forever... ;~;

It wasn't like they were totally ditching me or anything... Well, maybe it kinda was, but I don't think that's like, totally horrible or anything!

I mean, I've done the same thing to them, so it's no big deal... Well, I've sort of thought about doing it once or twice. Well... Maybe I've only ever half-thought about doing it...?

Anyway, I ended up being glad the others weren't around, so all was well. :)

It was the coolest thing! Homura-chan must like the roof too, because she was up there with me for a while.

She didn't eat anything though... Come to think of it, I've been out to eat with her twice, and she never does. She doesn't pay either, but I don't think any of the cafe people ever question it...

It was nice to talk to her without Sayaka, Mami-san, and QB there since they don't seem to get along too well. :/

I was trying to get my notes together so I could get a jump on my homework and then have some extra time to hang out with Sayaka after school that day, assuming she was "feeling better" by then... -_-

Saotome-sensei asked us to translate a nursery rhyme into English, and then write a few paragraphs explaining its meaning, _in English_... It seemed simple enough, but it didn't make any sense to me at all. D:

I must've looked so dumb... I had like 5 pages of notes in my mouth and was fumbling through two binders at once when she came over and sat beside me.

_"Would you like any help, Kaname-san?"_

I dunno why, but she could say the simplest thing in the world, but coming from her and it's automatically the coolest thing evar.

Even if it was just like, _"Please, pass me the salt Kaname-san."_ or something... (Maybe she'll say that to me the next time we go out to eat... ;D)

I was really shy about it at first. I really wish she'd just call me "Madoka" since she wanted me to call her "Homura," but I guess it's alright...

It kinda bothers me how some people just assume that she's stuck-up or something since she's so cool but doesn't really socialize, since I know that isn't true at all.

She's really considerate, and easy to talk to if you try!

I wish I could just turn off my blushing... Why do we even have to blush? It only makes embarrassing things even worse! D:

Sooo, I nodded and handed her my paper... She looked at what I had written down so far for all of two seconds before she started pointing out all the grammatical and punctuation errors, and once she started telling me that I was using too much 'passive voice' in my sentences, I just tuned her out completely and tried to smile...

I always get really bored looking at and listening to English characters (they're so plain!), so its hard for me to stay interested in the subject at all, even though her explanations weren't too hard to get...

To be fair, it wasn't like she was making me feel dumb; I already know that I'm not any better at foreign language than I am in any other subject.

So, I sat there politely, nodding my head and pretending to listen for untold hours (prolly more like twenty minutes lol) while she gave me tips that certainly would have gotten me a 100%...

If only I'd been listening. *sigh*

I think that you can learn a lot about a person if you just stare into their eyes long enough...

And I was sorta doing that with her. I felt like such a creeper though... :C

At least she thought I was listening intently! lol (^~^")

Its weird. I've kinda been thinking about her ever since I left school today... I came home and tried to finish Saotome-sensei's assignment, but I ended up writing something totally random about her... :o

So embarrassing!

Maybe it isn't so bad, though... I could probably use this for the narrative we have to write next week. Saotome-sensei definitely expects too much from us... -_-

Well..._ I_ think it might be good enough to use, at least. And that's all that matters when you create something that's personal, right?

_"It was then that I finally noticed that she never dropped her guard; she hadn't let her mask of indifference slip for even a moment._

_A mask..._

_The personality I'd gotten used to, and the beautiful but listless eyes I was looking into now were only tiny scratches on the surface of something she didn't want anyone to see anymore._

_She was hiding because she thought it'd be better if she did... That didn't mean that she wanted to have to, though. _

_I wondered what kept her from showing any kind of weakness... I wondered what she was like before.  
_

_It all made sense, really; Since I'd never seen her express them, she simply _must_ have had emotions, preferences and concerns, just like everyone else does..._

_She absolutely _had_ to have had her own fears and dreams, and she wasn't suppressing them just because. She isn't just a 'private person.' _

_Maybe she's always alone because she thinks she has to be..."_

Wow! That sure got a lot more serious than I thought it would...! Maybe I shouldn't use it after all...

Well, I just hope that someday she'll actually _want_ to talk to me about whatever it is that bothers her...

For now, I've gotta finish copying Hitomi's English homework before my mom comes in and catches me... :D

* * *

**Present**

I dropped the device without turning it off like I usually do._  
_

_Homura-chan..._

Suddenly, I sat up and scanned the room. For what, I wasn't sure; I knew I wouldn't find her, so why look?

My eyes came to rest on a spot on my bed where Homura had slept just last night.

It was oddly disturbing, how there was absolutely no physical evidence that she had ever been here, although I swore I could still hear some remnant of her voice hanging in the air.

My throat tightened painfully when I recalled experiencing a similar feeling in Mami's empty apartment.

Tears blurred my vision when I noticed that there had been nothing - no faint scent, no lingering touch, no trace at all - left of any of my friends that I could search out and cling to, and now I wished I had something tangible to bridge whatever distance separated us now.

Nothing left of Mami but an apartment that had been empty long before she died.

Nothing of Sayaka but a shell that was dead the moment it's soul was torn away from it.

And nothing of Kyouko but tiny shards of shattered glass, the embodiment of a soul that had already broken with the loss of a dear friend.

What would be left of Homura, if I didn't do something by Walpurgis Night? And what would Homura have to remember me by if I didn't make it...?

Briefly, very briefly, I allowed myself to smile at the thought of Homura and I wearing matching friendship bracelets; the formerly pleasant thought became troubling once I realized that she would probably wear one if _I_ gave it to her.

Eventually, my mind wandered back to the night before, and one question stood out above the others:

_Why me?_

For the moment, I pushed aside all thoughts of Homura and her desperate struggle to save me.

Things were hard enough for me to figure out without my mind getting distracted by feelings...

Hers _and_ mine.

Apparently, all of my recent experiences were connected to those from a past that we shared.

Together, they worked like parts of an intricate conspiracy against me and everything I ever held dear.

Homura was the only one who still remained by my side at the end...

The worst part was, there was never a decent reason for any of it_. _

Just cold, heartless logic.

_Not good enough. Not even close.  
_

A thousand questions clamored together in my head and overwhelmed me; the answers to them all seemed to substitute my default, optimistic emotions with despondency and anger.

_Why do they do this to us...? It's... too cruel...  
_

_By your standards that judgment isn't a very fair one, Madoka. I've personally explained our motives to you; was anything unclear?_

I moved to the edge of my bed, zombie-like in the motion, with enraged tears burning down my pink, flushing cheeks and falling silently onto my pink, checkered pajamas.

I clenched my teeth and put on the most intimidating face I could manage, even though I knew it wouldn't be very effective against something like Kyubey anyway.

"I don't care how you justify it... Just because you can 'justify' it with your stupid logic, doesn't mean it's okay..."

_As I've already explained: Incubators and our creators don't understand the concept of human morals and emotion. __Although it's a wonder how you're even capable of sustaining any semblance of civilization, you are still technically sentient beings. As a result,_ we have always made a conscious effort to give you the freedom to make your own choices, and-

Scoffing, I folded my arms across my chest a bit uncharacteristically. Then again, a lot about my character had already changed.

"Whatever. You don't exactly give us the choice to make an _informed_ decision. And, you say you don't understand feelings like we do, but you're just saying that. You say a lot of things that aren't exactly true, don't you."

It was more of an observation than a question. Naturally, he ignored it.

_Even if we were to operate as you do, just think about it. Knowing what we know? It would be impossible to make any decisions concerning the universe's health with anything other than practicality in mind. Fortunately for everyone, that isn't the case. _

With a flick of his tail, Kyubey jumped through my window and made him himself more comfortable among my pile of stuffed animals.

_"That little bastard has no manners whatsoever!_"

I smiled inwardly at the memory of Kyouko angrily stuffing her face while she told me about her meeting with Homura, during which Kyubey invited himself into Homura's apartment and their private conversation...

My expression turned somber once I remembered that Kyubey was personally responsible for her death.

_Anyway, we can't really see how you could perceive our actions as "evil," or malicious when our intentions are only for the greater good... Surely humans have the logical capacity to comprehend that much?  
_

Now, my bloodshot eyes narrowed as he licked his own fur, obviously in a vain attempt to make himself look as innocent as possible.

Like I was falling for that.

"Whatever. Generally, even the worst of us have certain lines that they never cross. If you're so smart, it shouldn't be _that_ hard to understand how our 'stupid' moral standards work. You must have some kinda idea of what we think is right and wrong and why we think so. I don't buy that you can't see how you're just flat out manipulating people."

The Incubator tilted his head in what he probably thought would be perceived as apology, or intrigue, or a thousand things I knew he could never actually understand.

_How could you expect us to operate on a level that is somehow reconcilable with each human being's personal view of ethics and values? From my experience working with humans, Moral Subjectivity is one of the basic laws that dictate an individual's various behavioral choices. Furthermore,-_

As he continued, more of Homura's words came rushing back to me from our talk the night before.

_"Every single one of his 'cute' little nuances, every word he uses, his body language..._"

Just then, Kyubey rolled himself onto his back, and resumed his "silly-but-adorable animal" impersonation as he pawed at the air above his head.

_"Without exception, every aspect of his behavior that you observe has been strategically crafted to fit the context of his environment. All of your possible psychological reactions to it have already been calculated, and your actual responses to his behavior are carefully analyzed. He is constantly adjusting his demeanor accordingly, and so subtly that you don't even notice." _

Growing a little bolder, the Incubator bounded over to where I sat and snuggled up against my thigh.

_"All of it is orchestrated, so that you will not view him as a threat. So that you will underestimate his influence on you, and above all, so that he can trick you effectively. Since he can't physically force you to do his bidding, he will manipulate you in other ways. Do I even have to tell you not to believe a thing he says?"_

Admittedly, for the devil incarnate, he was still pretty darn cuddly.

At least, he was pretty cuddly whenever he wasn't a disembodied voice popping into my head at random times throughout the day...

_As a rule, emotions and individuality are dange__rous in any group effort. This explains why your development as a species is "pathetic" in comparison to most others who carry similar potential. Wars and criminal activity are nothing more than a result of individuals putting t__heir personal ambition and desires above the needs of collective security.__ As I've already told you, my creators eliminated all of that within our species many millennia ago. Consequently, emotions as you know them only exist among us in the form of a rare and sometimes contagious psychological disorder. _

It was definitely cute when he _wasn't_ rambling on and on, explaining something I never asked about.

___In most reported cases, it takes the form of what you call "anger." We still aren't sure exactly how the process takes place or how to treat it effectively, but have learned quite a bit from studying it's effects on your race. Typically, the irrational hostility of someone suffering from that particular condition is transferred to the object of their aggression, and the ensuing conflict can become quite troublesome to deal with, often ending in violence. Irritation, frustration, jealousy, covetousness, bitterness. Historically, all of these emotions can lead to anger, which usually leads to various types of wrongdoing._

Or, when his creepy eyes weren't burning holes into your soul.

_He would be so much cuter if he just stopped talking and closed his creepy eyes for two seconds...  
_

_Of course, someone with your potential could easily change all of that. Madoka, you hate being a burden and want to help people more than anything, right? If you truly desired that, you should form a contract with me. With your potential, virtually any wish you made could be granted, and-  
_

At the mention of contracts and wishes, I could feel the disgust that had been festering for a while now as it boiled up from the pits of my stomach. Icy as my tone came out, I still fought to be somewhat civil.

"_Why_ can't you leave me _alone_?" The voice felt unfamiliar to me, but it seemed appropriate for the situation.

_Because Madoka, you could do anything! For reasons unknown to me, your power as a Puella Magi would be absolutely unrivaled. Perhaps you are confused as to what would be a suitable wish for someone of your potential? After all it was only two weeks ago that you were planning to wish for cake with that older human..._

My lip twitched, but he continued before I could say anything.

_ Hmm... You could wish for world peace? Imagine your world without wars, crime, famines, poverty, or natural disasters. And, you could be it's protector, and watch over it, personally. That would be "nice," right? Or, perhaps you're actually the ambitious type, like your mother? You used to think you were useless, and only became a burden to others... Just imagine: You, Madoka Kaname, could actually become the undisputed leader of this entire planet. If you wish, you could essentially become a goddess and rule this, or any world you wished. Madoka, just form a contract with me, and-_

"I... I only want you to leave..."

I actually stiffened in the silence that followed, suddenly feeling a bit intimidated by the emotionless face I was staring down.

It was unbelievably awkward. I had to blink; he didn't.

In the face of that unflinching smile, I actually frowned for the first time in my life.

Would Kyubey refuse to go? Attack...? I wasn't sure.

_Hmm... Since our arrival on your world, you're the only human I've approached that's held out so long. It's fine. But, always remember this, Madoka Kaname: girls like you are the only hope we have for our universe. You should do your part to help out, too.  
_

"I don't care! Just go!" With my tired voice finally breaking, I let my head fall into my hands.

"If I really have to become a Magical Girl, I promise I'll make a wish that you and your stupid race won't like... I'll ruin everything for you!"

_I see. But, what makes you assume that I would even consider granting such a wish? I will see you soon, Madoka.  
_

Finally, the Incubator stepped outside where he probably continued scrutinizing me.

Great.

"I don't care..." I repeated, more to myself than anything else.

Slowly, I closed my eyes and let my body fall back against my bed. I sat up straight immediately, unwilling to let myself fall into despair.

_I can't let him get to me...  
_

Sniffling softly, I rubbed my burning eyes and massaged a throbbing temple. Before long, I started kicking my legs like a small child, while humming a random tune to myself.

It almost helped.

_I have to be stronger..._ _But, who am I kidding?  
_

Each measure was punctuated by broken, strangled noises that tried to escape my throat whenever I'd try to inhale.

_I'm just as useless as ever._

"I don't care anymore..." My head was killing me, and I honestly wanted to lay down and die.

"That isn't true..."

* * *

**A/N**

Both of these chapters are basically just fluff, but since when I left off we were getting closer to Walpurgis than I really realized at the time, I wanted there to be a more realistic segue from this into what you'll see when we get there.

So yeah! Nice to be back! I'd like to thank everyone that's left me reviews up until now.

I feel I've grown into a somewhat respectable writer, thanks to your feedback. =P

(I can't believe that anyone kept reading into this story after the first chapter. I mean, I actually had a witch saying "WA-HA-HA!" lol... I'm gonna go change that right now, actually.. -_-)


	16. Friendship Set on Fire

**Earlier**

It was awful.

For hours I lay there, grinning ear-to-ear, but feeling like my facial expressions were no longer under my power to control. **  
**

Her presence had always been comforting to me, but the surreality of having her so close made me anxious to hold on to her as tightly as possible.

_What does she think about all of this...? What does she think about... me? _

My fears probably should have been dispelled by the mere fact that she was_ obviously_ trying to be as close to me as she thought she could get away with without actually touching me... or was that only my imagination?

It was absolute torture. Who could blame me for being a little frustrated? From this distance, I could practically feel her skin beneath my fingertips, could almost hear her breath catch as she whispered my name, could already taste the inside of her mouth...

I wanted to reach out and pull her closer.

I wanted to open my eyes, and watch her sleep.

I wanted to kiss her, even if she didn't kiss me back at first.

I sighed.

All of that would probably be considered creepy, under any circumstances.

So instead, I clenched my fists and kept deathly still.

It was lucky that we'd been out so late. I couldn't possibly have stuck around if I had to wait the entire night for morning to come and rescue me.

At precisely four o'clock, I silently slipped out of bed and left her room, making my way into the Kaname household's kitchen.

I already knew what was waiting for me there, but figured I might as well spare Madoka the embarrassment of having her mother jump to inappropriate conclusions about our relationship during what was sure to be a somewhat"strongly-worded" interrogation.

Madoka's mother probably wouldn't have been upset about me sneaking in if it hadn't been so late when she noticed that we'd left together.

I felt rather than saw their eyes on my back as I entered the kitchen, and opted to head straight for their refrigerator as if I owned the place.

It wasn't like I was raised by rude people. I just knew it would piss off Madoka's mom.

The more she didn't like me, the more easily she'd assume that this was entirely my fault, and the less she'd think Madoka did anything more than go along with me.

In truth, Madoka was actually the one who wanted to go all the way back to my apartment...

Originally, when I said "let's take a walk" I'd only meant "halfway down the street," as opposed to "the opposite end of town."

I pretended to stop just short of opening the door when I heard a voice, even though I never actually intended on opening it.

"Alright, let's cut to the chase." She clapped her hands together in the same way she would to attract attention during a business meeting.

"So, who are you and what business do you have in my daughter's bedroom at such an hour?"

"Ohayo Gozaimasu, Kaname-sama. My name is Akemi Homura." I had to force myself not to make a sassy comment, and bowed politely instead.

Junko Kaname scoffed, and quickly downed her second shot of whiskey.

She carefully replaced her glass on the table... Slowly folded her arms and crossed her legs. Raised an eyebrow. Poured herself another shot, drank it, and poured another one. All of this without blinking or breaking eye contact even once.

_She's pretty good at this..._

Her tactics must have been unbearably intimidating for Madoka and her father...

But for me?

Please.

Meanwhile, her husband just sat beside her, a neutral 3rd party observer.

"It's 4 am, so I would say it's technically still night."

"... You have a comeback for 'good morning?'"

"Anyway, tell me something I don't know. I already found out your name while I was listening in on you two earlier."

"Ah... I supposed it's only natural that a woman who doesn't know how to knock is ill-mannered and intrusive enough to eavesdrop."

_Well, that sure came out wrong..._

Her icy stare turned deadly.

"_You_ lecturing _me_ about poor manners? Don't make me laugh! This coming from the girl who practically _broke into _my house and was about to do _God-knows-what_ to my _14-year-old_ daughter when I came in to check up on her? And all of that_ before _you snuck out together, in the dead of night... That kind of thing isn't like Madoka at all. Care to explain yourself, _Akemi_-san?"

This time I bit down on my tongue. Hard.

"I am merely an acquaintance of Kaname-san's, from school. We-"

In a flash, Junko was out of her seat and inches away from my face, glaring at me with the intensity of at least ten overprotective mothers.

"If there's one thing I don't appreciate, it's liars. You're her_ acquaintance?_ Really now? And you're honestly expecting me to believe that...? It isn't like I find her making out with girls left and right, and I definitely don't catch her sneaking out with random classmates on a nightly basis."

"Well. I couldn't say that I care what you believe either way. All pretense aside, I only came out here so you wouldn't hassle Madoka about this later. I'm also rather anxious to get back to her."

I was expecting a snappy comeback, a slap, _something_. Instead, she just gave me a bewildered stare for the longest time, which I'm positive I started returning at some point.

Even if she was a little tipsy, I hadn't used a whole lot of complicated words...

I saw her expression change to an excited grin the instant something clicked inside her head.

"Waaaaaaait a minitt... So, lemme get this straight: You're actually_ in love with_ my daughter? You weren't just making out when I walked in? Or, experimenting or something? Or, maybe just like-"

_That_ threw me off guard.

_Is it... written all over my face or something? How do people always know...?_

"Um... Well... Uh... W-We were... I mean _I _was... Um... T-That is..."

There was that stutter again.

I shifted my weight uncomfortably. No one had ever asked me so bluntly...

Not even Kyouko, and that was saying something.

Without a doubt, Madoka would be crying if she were there.

"I see. That's strange, I would have thought that she'd tell me something like her being-"

"Uh... No... I dunno... Actually, we just-"

"Wanted to, but you changed your mind because don't think she's ready for all that stuff yet? Oh, that makes sense. She is pretty innocent for an 8th grader, and-"

"No... Uh.. We were just talking, and-"

"Are you usually stradling people during all of your 'coversations?' Is that what they're calling it now when you-"

"Junko...! Isn't that a little inappropriate?"

"PBBFFFFT! When I was their age, I-"

With another exasperated sigh, I grabbed a coke from their fridge and pulled up a chair.

"Oh, that won't be necessary. We're pretty much done here."

I frowned. Was she serious...? She looked serious, but that wouldn't really make sense...

"So, you're... letting me go?"

"Yup. What were you expecting? I'm tired as hell, and you must be too. So yeah, you're free to do whatever. Just keep it T rated if 'whatever' involves my daughter."

"... I can't promise that."

"Eh. Fair enough." She clapped her hands like she would to call for a waiter in a restaurant. "Tomohisa?"

He snapped to attention, like a soldier called on by a superior officer.

"I'll make breakfast."

* * *

**Present**

I opened her door as slowly and quietly as possible, for fear of waking Madoka. The "family meeting" was over much faster than I expected, but I stayed out with them just enjoying food and conversation for at least an hour and a half longer.

It was 6:50 by the time I got back, but I wanted her to get as much sleep as possible to make up for the all-nighter we pulled.

I closed the door behind me, but left it unlocked. I set the plate I was carrying down on a nightstand, and whirled around at the sound of her voice.**  
**

"Homura-chan!" She'd been awake though, and for some time now. The pink-haired girl practically flew out of bed, hugging me with an enthusiasm that I hadn't prepared for.

"Easy there..." I replied, suppressing a smile but returning the embrace.

"I thought... Well... That is-"

"Sorry... I just woke up early, and was feeling a bit hungry, and..." I gestured towards a plate I'd brought with me to her room. Her father had always been quite the cook.

"Well... I just figured that you would be too when you woke up."

She was smiling, but the awkward silence that followed was beginning to concern me.

Before long, my eyes dropped away from her._ Did I really need to lie about that...?_

"Homura-chan..."

My body tensed up reflexively when I felt her wrapping two arms around my neck and burying her face in the center of my chest.

"Uhm... Yeah...?"

After waiting a while with no response, I brought my left hand down to rest on her lower back to keep her body against mine, and used her chin to gently lift her face upwards.

For the longest time, she seemed to examine every part of my face. I watched her gaze travel from my lips to my nose, to my forehead... Everywhere that did not require eye contact.

Agonizing as it was, I waited as patiently as I could for her to figure out what she wanted to say.

"... Madoka...?"

She sighed, a bit too deeply for my liking, and finally looked up into my eyes.

"Homura. Why can't you trust me...?" I'd never seen that expression before...

It scared me.

"What? I mean, I honestly do, Madoka... I just-" Her grip loosened considerably, and I felt her hair prickle the skin beneath my ear as her face found a new place to hide.

"Why do you think you have to protect me from everything...?" She tried to choke down a small sob, but I heard it.

"Just... Why...?"

I felt her tears rolling down my neck, and she snuffled an apology as I pulled away to look down at her.

My arms snaked around her waist protectively as she continued.

"I'm not... anything special, really... I'm not... worth it..."

"Don't say any more..." My voice was barely a whisper, but she nodded, and pressed her face back into my chest.

I ran a hand through her hair as I tried to calm myself down enough to come up with honest answers to the questions she was holding back.

_You were the first real relationship I ever had, period. Before we met, I'd only had acquaintances. My family, the doctors and nurses, my teachers... They were all strangers._

I opened my mouth to speak, but closed it without saying anything._  
_

_You were always different. Always special to me. Finally, there was someone who actually tried to get to know me... And you only wanted to just because I was me. Not because I was fragile, or special somehow, or because you felt like you had to...  
_

My other hand moved on its own, up and down her spine, trying to help me convey what I still couldn't verbalize.

_You have no idea what you saved me from..._

I felt her fingertips ghost across my bottom lip, and move to catch the first of my tears.

_It wasn't a witch you saved me from... Not really. But, dying alone, without a purpose or ever forming a single connection to this world...? Without ever loving you?_

I decided that if I couldn't speak properly, at the very least I would put my heart on my sleeve. I caught her wrist as it left my cheek, and held it, suspended in the air beside her face.

_Actions always speak louder than words... Your smile, your laugh, your touch... I didn't know it then, because I wasn't really listening. I thought I needed more because I thought you were holding back..._

Memories flickered in and out of focus in my mind, bringing pain and happiness in blinding flashes.

_I wish things could have been different that first time... But, even if the price is my soul, I'm grateful for this second chance..._

I was lost in thought when I felt her squeezing me closer to her.

In reality, I'd absolutely never gotten mixed signals from her,; for some reason I couldn't help but think that I was always reading them wrong...

_She's just concerned about me... I'm just her friend, and she doesn't want to see me hurt.  
_

With a final, exasperated sigh, I resigned myself to being a better, less-selfish, _friend._

_As long as I mean something to her, it doesn't really matter what that meaning is._

Either way, I needed to know what she felt. If her feelings were sincere but platonic, I was still going to blur those lines as much as she'd let me._  
_

After all, isn't love just "friendship set on fire?"_  
_

* * *

I felt my heart stop beating.

_Was this it?_

My eyes were tightly shut, but my perception was so sensitive I could feel the air around me move when she did.

She tucked some of my hair behind an ear, and leaned in close enough for me to feel her lips graze my neck.

My stomach, my chest, my throat... Everything inside of me had been wound tight enough to snap.

"Are you alright...?" She whispered so softly I had to strain to hear.

"... N-Not really..." I answered, honestly.

I_ felt_ her smile, somehow. She pulled me closer and I leaned into her embrace.

"Is... this okay?"

"That's... a silly question...?"

I still couldn't see her face because of our respective positions, but I _knew_ she was beaming.

Homura never smiled, and I wanted to see it for myself... Given our current engagement, I decided that I could wait a little longer.

"Ah... Well then..." She pretended to clear her throat, and her nose brushed across my jawline.

"Should I stop wasting your time, Kaname-san?"

I could only grin stupidly in response.

Without warning, Homura kissed my nose, and I found myself walking backwards towards my bed.

We collapsed on the mattress in a tangled heap, and I looked up in time to watch her lips part imperceptibly.

Moments later, both of my wrists were captured and pinned above my head.

"Hey!" My protests mostly came in the form of breathless laughter.

She had leaned into me again, and slowly swept her nose and lips across my neck and collarbone in a way that even I could tell was meant to be agonizing.

"Hey yourself..." She whispered into the crook of my neck, laughing softly as well.

My eyes were clamped shut. I knew I wanted to move my hands, but it was only when I felt the fire in her eyes searing into my skin wherever her gaze fell, that I fully grasped why.

I felt her stop breathing when I blushed and turned away.

_I'm not being fair...  
_

At first, it scared me that I actually wanted to try this... But, my feelings were there, plain as day.

I knew that she had her own feelings, and I could see the nature of them more clearly than ever.

_Why me?_

Once I realized that questioning her motives would be a slap in the face for all that she endured for me, I decided she more than deserved to know where I stood...

It wasn't like she owed me an explanation, anyway.

"Homura..." I started, making an effort to keep my voice steady.

She looked up into my eyes, and I saw something change in hers.

I was still trying to figure it out when she finally let go of my hands.

"Homura?"

She was staring at me strangely, with her eyes drifting to my lips and lingering there.

I blushed at the implications, and looked away without meaning to.

She must have taken it the wrong way, because she was sighing again, letting go of me and sitting up.

After what nearly happened last night, I was terrified of losing her.

I wound my arms around her neck and pulled her back down into me.

Somewhere along the way, our lips melted together.

My range of awareness was rapidly diminishing, until only her body and mine fell within it.

She broke the kiss, but kept close enough for me to feel her warm breath against my cheek.

Homura mumbled my name into my neck just as my mother burst into my room, shouting.

Now, it was _my_ turn to sigh.

* * *

**A/N**

How did that turn out? Was it at least decent...?

Like I said, look for this fic under M in the days to come.

=)


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